Sample Business Contracts

International VoIP Agreement - Fusion Telecommunications International Inc. and Turner Hill Investment Ltd.

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                          INTERNATIONAL VOIP AGREEMENT

This International VoIP Agreement ("Agreement") is made and entered into on this
25th day of April 2002 by and between:

(1) Fusion Telecommunications International, Inc., a Delaware corporation having
its registered  office at 420 Lexington  Avenue,  Suite 518, New York, NY 10170,
United  States  of  America  (hereinafter  referred  to as  the  "Fusion"  which
expression,  where the context so permits,  shall  include  its  successors  and
permitted assigns) of the first part


(2) Turner  Hill  Investment  Limited,  a company,  organized  under the laws of
British  Virgin  Islands,  having its  principal  office at Standard Bank House,
P.O.Box 583, 47-49 La Motte Street, St. Helier, Jersey, JE4 8XR, Channel Islands
(hereinafter  referred to as the "THIL" which  expression,  where the context so
permits, shall include its successors and permitted assigns) of the second part.

(Fusion and THIL shall hereinafter collectively referred to as the "Parties" and
individually as the "Party")


(1)THIL is a strategic  participant  in  technology  projects such as Voice over
Internet Protocol communications services;

(2) Fusion is a provider of network communications services;

(3) Fusion has  submitted  a tender  offer  (the  "Tender")  on 15 March 2002 to
Pakistan  Telecommunication  Limited  ("PCTL")  which if accepted  would  permit
Fusion to,  inter alia,  procure and  install the Voice over  Internet  Protocol
("VoIP") platform to terminate the  international  voice traffic in Pakistan and
to sell to its customers  international VoIP services to be lawfully  terminated
into Pakistan (the "Pakistan VoIP Project") and the Parties have agreed to enter
into a strategic partnership through a joint venture arrangement (the "Venture")
in order to facilitate the Pakistan VoIP Project;

NOW,  THEREFORE,  in  consideration of the mutual covenants herein contained and
other good and valuable  consideration  the receipt and  sufficiency of which is
hereby acknowledged, the Parties agree as follows:


(1) The Recitals shall form an integral part of this Agreement.


(2) The Parties  represent  that they have the  requisite  legal  authority  and
capacity to enter into this Agreement.



     (a) Be  responsible  for selling to Fusion's  customer base in the U.S. and
     Europe minutes, on behalf of the Venture, of international VoIP services to
     be  terminated  lawfully  in  Pakistan  by PTCL as a result  of the  Tender
     submitted by Fusion to PTCL on March 15, 2002.

     (b) Sell,  in  relation  to  sub-clause  (a) above,  total of at least nine
     million  (9,000,000) minutes in the first three (3) months of its agreement
     with  PTCL  and  at  least  three  million   (3,000,000)  minutes  a  month

     (c)  Maintain  all  billing  and  accounting  records  for the  sale to its
     customers of minutes  terminating  in  Pakistan,  in addition to such other
     countries as the Parties may hereafter  agree to or add by amendment to the
     arrangement set forth in this Agreement.

     (d) Maintain  required  switching  functions at its switch site in New York
     for aggregating its customer minutes for termination in Pakistan.

     (e) Use its best  efforts to obtain a valid  agreement  from an  authorized
     entity in Pakistan authorizing Fusion to lawfully terminate VoIP minutes in

     (f)  Obtain   and  be   responsible   for   international   bandwidth   for
     interconnection  of its New York PoP  facility  to a  technically  feasible
     point of  presence  in  Islamabad,  Pakistan,  or any other  location to be
     designated by PTCL including  availability  of a dedicated,  clear channel,
     point-to-point circuit.

     (g) Provide  compression and routing equipment at Fusion's designated point
     of  presence  in New York (or other  point of  presence),  and  provide any
     necessary network management equipment in the USA.

     (h) Provide all  necessary  equipment  and services  necessary to establish
     VoIP  International  Gateway in Pakistan.  Notwithstanding  the above,  the
     Parties  agree that the scope of this  Agreement is for one VoIP Gateway in
     Islamabad until otherwise amended and agreed to in writing by the Parties.

     (i) Obtain and be responsible for facilities  interconnecting  (i) Fusion's
     designated  Point of Presence in New York to the cable head in the USA; and
     (ii) the  USA-side  half-circuit  between the cable head in the USA and the
     cable head in Pakistan.

     (j) Ensure that the  agreement  it  executes  with PTCL for  Pakistan  VoIP
     Project  shall  neither  conflict  with the  provisions  contained  in this
     Agreement nor shall make this Agreement  unenforceable against Fusion. THIL
     represents  that they have  reviewed the proposed  PTCL


     Agreement  and  THIL  agrees  that  nothing  therein  conflicts  with  this
     Agreement  and  that  nothing  in  that  Agreement   makes  this  Agreement
     unenforceable against THIL.

     (j) Terminate a minimum of three  million  (3,000,000)  incoming  minutes a
     month on VoIP  platform  from its  customers  in USA and  Europe as per the
     agreement  between  Fusion and PTCL and agrees  and  understands  that THIL
     shall not be  responsible  for any financial  loss  resulting from Fusion's
     failure to terminate the said quantity.


     (a) Be  responsible  for forty percent (40%) of any deposits,  license fees
     and other up front costs that are  required for the  implementation  of the

     (b) Provide cash equal to forty (40%) of the upfront  tender money required
     by PTCL and additionally  provide forty (40%) percent of any deposit monies
     required or rolling advances and all other financial  obligations  required
     in connection  with the Pakistan  VoIP Project and in  accordance  with the
     agreement  between  Fusion and PTCL provided THIL has not already paid such
     costs pursuant to sub-clauses (a) or (d).

     (c) Work with Fusion to  facilitate  the Tender  Process with PTCL and work
     with PTCL to ensure Fusion's award of the Tender.

     (d) Reimburse  Fusion forty  percent  (40%) of the costs of all  equipment,
     including  installation  and related  costs,  required for operation of the
     Pakistan  VoIP  Project  provided  THIL has not  already  paid  such  costs
     pursuant to (a) or (b) above.

     (e) Be  responsible  for 40% of the cost of all  connectivity  and services
     provided by or  contracted  for by Fusion in respect of the  Pakistan  VoIP
     Project   until   such  time  as  the   Pakistan   VoIP   Project   becomes
     self-sustaining  provided THIL has not already paid such costs  pursuant to
     (a) , (b) or (d) above.


      (1) The  shares  of  Fusion  and THIL in the  Venture,  based  upon  their
     respective investments, shall be 60% and 40% respectively.

     (2) THIL shall have the right to increase  its share in the Venture to 50%.
     In such case,  the share of THIL in  investment  and profits of the Venture
     shall be  increased  accordingly  and the  shares of THIL  responsibilities
     pursuant  to (2) above  and  after  provision  of THIL  agreement  shall be
     increased from 40% to 50%.

     (3) It is expressly agreed between the Parties that the total investment by
     THIL in the Venture shall not exceed  US$300,000 unless otherwise agreed by
     THIL in writing.  The Parties  agree that if 40% or 50% (with  reference to
     (2)  above),  as the case may be, of the


     total cost of the  Venture  equals more than  US$300,000,  then unless THIL
     pursuant to this clause  exercises  its right to increase the amount of its
     investment, the share of THIL in the Venture will be reduced accordingly.

     (4)  Within  seven  (7) days of  signing  of this  Agreement,  a  Committee
     compromising  three  members  of Fusion  and two  members  of THIL shall be
     constituted by the Parties.  All decisions  relating to the Venture and the
     Pakistan VoIP Project shall have to be first approved b the  Committee.  In
     principal, the Committee will endeavor to reach all decisions by consensus.
     However,  decisions  relating to finances and purchase of equipment for the
     Pakistan VoIP Project shall be approved by consensus only.

     4. Profit-sharing Arrangement.

     (1) THIL shall  receive a percentage  equal to its share in the Venture (as
     determined  under Clause 3) of the aggregate Net Profit  generated  through
     Fusion's sale of VoIP minutes  terminating to Pakistan through the Pakistan
     VoIP Project,  to be accounted for and  distributed in accordance  with the
     terms set forth in (5) below.

     (2) Fusion  shall make  settlement  with and payment to THIL,  on a monthly
     basis,  within  thirty (30) days after the end of each month.  Each monthly
     payment will be based upon the management  accounts  produced by Fusion. At
     the conclusion of each of Fusion's  financial  year, an adjustment  will be
     made to the  payment of the  preceding  fiscal  year to  reflect  any audit
     adjustments that were made based on the management  accounts.  Any disputes
     will be resolved through mutually agreed procedures.

     (3)  Fusion  hereby  agrees  and  undertakes  that it shall keep a separate
     accounting  and books of record for the Pakistan  VoIP Project but the cash
     flows  there  from may be  managed  by Fusion as part of its  overall  cash

     (4) All payments,  where  applicable,  shall be made via  irrevocable  wire
     transfer to:

         NEW YORK 10038
         SWIFT: HATRUS33
         CHIPS: 186313
         Account No: Standard Bank, Jersey
         Account No: 16026635
         Reference: 707865/Turner Hill Investment Limited

         Chase Manhattan Bank
         ABA #: 021000021
         Acct #: 777-390515
         For: Fusion Telecommunications


         International, Inc.
         420 Lexington Ave, Ste 518
         New York, NY 10170

      (5) Definitions of key terms and conditions to be used to calculate profit
sharing are as follows:

         (a) "Total  Revenue" is that  revenue  accruing to THIL and Fusion from
         the sale to any customer  including  Fusion's  nonaffiliated  wholesale
         customers of VoIP minutes  pursuant to the Pakistan VoIP Project.  This
         total  revenue  will be reduced by amounts of dollars  attributable  to
         credits to customers and items disputed by customers.

         (b)"Net  Profit"  shall equal Total  Revenue (as  computed  pursuant to
         Paragraph (a) above) less the following expenses:

              (i) Undersea fiber charges (See Clause 2(1)(i))

              (ii)  Terrestrial  facility  charges  (local  loops in USA and, if
              applicable, Pakistan)(see (See Clause 2(1) (i))

              (iii) Termination expense of USD 0.19 (or such other rate as shall
              be  established by agreement  between PTCL and Fusion)  payable to
              PTCL and other expenses as set forth in Clause 2(2)(e)

              (iv) Fees and expenses  documented  in a budget as approved by the

              (v) Amortization  over a twelve (12) month period in favour of the
              Parties  for the  equipment  costs  (see  Clauses  2(1)(g)(h)  and
              2(2)(d)) on the terms to be mutually agreed between the Parties.

              (vi) Fusion  expenses of US$45,000  per month which shall  include
              selling costs,  Network  Operations  Center (NOC) expenses,  and a
              network service and maintenance  fee,  switch,  selling,  billing,
              administrative and bad debt reserve fee, calculated @ US$0.015 per
              terminated minute under the Pakistan VoIP Project.

              (vii) Pakistani  sub-contractor  company  expenses of US$20,000.00
              which shall  include  operation  and  maintenance  of equipment in
              Pakistan,  human  resources,   office  support,  logistics,  local
              travel,  liaison  with PTCL,  PTA and other  government  entities,
              calculated @ US$0.0066  per  terminated  minute under the Pakistan
              VoIP Project.

           (c) The  expenses  provided  in  sub-clauses  (b)(vi)  and  (vii) are
calculated for  termination of three million  (3,000,000)  minutes per month. In
case,  the  quantity  of minutes  terminated  per month  exceeds  three  million
(3,000,000)  per  month,  the  Parties  shall  mutually  agree on the  amount of
expenses to be paid.



In case Pakistan VoIP Project does not materialize as a result of PTCL's refusal
to accept the tender  submitted  by Fusion on 15 March 2002 or its any  suitable
modification,  either of the Parties may  terminate  this  Agreement by giving a
reasonable  notice.  In such case,  each party shall bear the costs and expenses
incurred on the Tender, Venture and/or the Pakistan VoIP Project.


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

     (2)  References  to THIL shall  include THIL and all parent,  subsidiary or
     affiliated entities, as well as its (their) successors and assigns.

     (3) With regard to the VoIP termination arrangement introduced by Fusion to
     THIL as contemplated by this Agreement, THIL shall not circumvent Fusion in
     such a way that excludes Fusion from participating,  or diminishes Fusion's
     ability to participate, in such termination arrangement.

     (4) With regard to any other  business  opportunity  that  either  Party is
     pursuing and discloses to the other Party in writing, the other Party shall
     not  circumvent  such  Party in such a way that  excludes  such  Party from
     participating,  or diminishes such Party's ability to participate,  in such
     business  opportunity.  The  Parties  acknowledge  that  they  are  jointly
     exploring  certain  telecommunication  projects  like bulk sale of internet
     bandwidth,  gateway  license,  GSM  license  and  other  telecom  projects,
     however,  this Agreement does not preclude  either Party from entering into
     any other agreement,  venture,  strategic alliance, or business opportunity
     provided such agreement,  venture,  alliance or business opportunity is not
     related to the Tender, Venture and/or the Pakistan VoIP Project.

     (5) The terms contained in Clause 5 shall survive expiration or termination
     of this Agreement.

     (6) Unless  approved  in writing by the other  party,  each of the  Parties
     shall treat this  Agreement  as  confidential  and shall not  disclose  its
     contents to any third  party.  Each of the  Parties  shall keep all oral or
     written  information  disclosed in connection with this Agreement  strictly
     confidential, and will utilize the same degree of care in safeguarding such
     information as it utilizes in respect of its own confidential  information.
     Neither  Party  shall  make any public  disclosure  of the  discussions  or
     content of material exchanged between the Parties unless mutually agreed to
     by the Parties in writing or unless required by law.

     (7) The Parties may mutually agree to establish a Limited Liability Company
     through which to operate the arrangement described herein.

     (8) Term and Termination.  The term of this Agreement shall commence on the
     date  written  above and shall  continue  for an initial  term of two years
     thereafter  or for such  shorter or longer  period as shall be  coterminous
     with the  Agreement  signed by PTCL and Fusion with


     respect to the Pakistan VoIP Project. At the end of the initial term,  this
     Agreement  shall  automatically  renew for  successive  six (6) month terms
     unless any of the conditions for termination of this Agreement occur.

     (9) In  addition  to any other  termination  provisions  contained  in this
     Agreement,  either Party may  terminate  this  Agreement  immediately  upon
     written notice to the other Party, in the event of:

          (a) a breach by the other  Party of a material  term,  representation,
         warranty, or obligation of this Agreement which breach is not cured (if
         curable)  within  thirty (30)  calendar days after receipt of notice of
         breach from the non-breaching Party;

          (b) fraud, or deception by one party on the other;

          (c) a FORCE MAJEURE  event (as defined  below) which  prevents  either
         Party  from  performing  material   obligations   required  under  this
         Agreement for a period of thirty (30) days or more;

          (d)  the  other  Party's   insolvency,   receivership,   or  voluntary
         bankruptcy;   or  the   institution  of  involuntary   proceedings  for
         bankruptcy  against the other Party based on bona fide dispute that are
         not stayed or  dismissed  within  ninety (90)  calendar  days after the
         institution thereof;

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

          (f) substantially all of the other Party's property,  or that which is
         used in providing the services, is or becomes subject to levy, seizure,
         assignment  or sale  for or by any  creditor  or  governmental  agency,
         unless the  judgment or debt is released or  satisfied  within ten (10)
         business days; or

          (g) a determination by any governmental  authority having jurisdiction
         or court of competent  jurisdiction  that the  operations  contemplated
         hereby are in violation of applicable legal restrictions.

(10)  Procedure  Upon  Termination.  Upon  expiration  or  termination  of  this
Agreement  for any  reason,  Fusion  shall  retain use of the  network  and will
compensate  THIL for its  investments  in the  Venture to the  extent  that such
investment  has  not  been  recovered  by  THIL  pursuant  to  the  amortization
provisions of Clause  4(5)(b)(v).  The salvage value of any left over  equipment
shall be agreed by the Parties and THIL shall be paid a percentage  equal to its
share in the Venture of the agreed salvage value.

(11)  Regulatory  Issues or  Changes.  Should  the  adoption  of any law,  rule,
regulation,  or  agency  or  judicial  determination  by a  court  of  competent
jurisdiction materially affect either Party's ability to perform its obligations
pursuant to this Agreement,  such Party may terminate this Agreement immediately
without any termination liability upon written notice to the other Party.


(12) Taxes. All payments hereunder shall be made in US Dollars. The paying Party
shall be responsible for the payment of all taxes (including  without limitation
applicable  VAT or  withholding  taxes but  excluding  taxes based solely on the
other Party's net income) and import duties (collectively,  "Taxes"). Should the
paying  Party claim any  exemption of any sales,  use, or other tax,  such Party
must provide the other Party with such proof of exemption. It will be the paying
Party's  responsibility to ensure that its exempt status remains current, and in
no event shall the other Party be liable for any taxes owed by the paying  Party
in accordance with applicable law.

(13) No  Warranty. all services  provided  hereunder  are provided on an "as is"
basis without  warranty of any kind,  express,  implied or statutory,  including
without limitation warranties as to the description,  quality,  merchantability,
no  infringement,  completeness.  fitness  for a  particular  purpose,  all such
warranties being expressly excluded and disclaimed. Fusion hereby represents and
warrants that unless  otherwise  agreed by Committee,  all the equipment that it
shall purchase/lease for the Pakistan side of the Pakistan VoIP Project shall be
brand new and warranted by its manufacturer  against defects attributable to the
manufacturing process or manufacturer's fault or negligence.

(14)  LIMITATION  OF DAMAGES.  In no event shall  either  Party be liable to the
other Party for any indirect,  special,  incidental,  punitive or  consequential
losses or  damages,  including  without  limitation,  lost  profits  and loss of
goodwill  arising in any manner from this  Agreement or the use of the services,
however caused and regardless of theory of liability. This limitation will apply
even if such  Party  has been  advised  or is aware of the  possibility  of such

(15) Limitation of Liability.  Except for each Party's  liability arising out of
its indemnification  obligations and confidentiality  obligations,  each Party's
liability  to the other for all claims  arising out of this  Agreement  shall be
limited  to the  amount  of fees  paid by that  Party  under  the  terms of this
Agreement, whether such claim is based in contract, tort, or other legal theory.
THIL shall under no circumstances be liable for any breach by Fusion of the said
agreement which is substantially attributable to Fusion.

(16)  Compliance  with Laws.  Neither  Party  shall use the  sServices  provided
hereunder  (a) in  violation  of any  applicable  export  laws  and  regulations
(including  without  limitation any U.S.  export laws and  regulations);  (b) in
violation  of any  applicable  national,  state,  or local laws or  regulations,
including  without  limitation  any laws governing the import of the services or
governing  the  content  that  either  Party makes  available  via the  services
provided  hereunder;  or (c) in ways that  infringe  the  rights of  others,  or
interfere  with other  users of the other  Party's  network  or other  networks.
Either Party reserves the right to suspend the services  provided  hereunder (or
any  portion  thereof)  with  twenty-four  (24) hour notice in the event that it
believes  that the other  Party's  use (or any of the other  Party's  customer's
use), whether knowingly or not, of the services is in violation of this section.
Either Party reserves the right to terminate the services provided  hereunder in
the event of chronic or uncured  violations of this Clause.  THIL represents and
warrants to Fusion that it is familiar with the U.S.  Foreign Corrupt  Practices
Act, as amended,  and the regulations  adopted  thereunder ("the Act"), and that
THIL will conduct all of its activities so as to enable Fusion and its personnel
to remain in full  compliance  with such Act and  regulations.  Fusion  and THIL
agree that each will not violate such Act directly or  indirectly.  The terms of
this arrangement may be disclosed to appropriate  persons  including


government  officials.  The Parties will comply with all applicable  laws of the
local  countries  in  question,  and  where  applicable,  all laws of the  U.S.,
including  such Act. This Agreement and Fusion's  relationship  with THIL may be
terminated by Fusion if either party  believes in good faith that there has been
a violation of such Act.

(17)  Indemnification.  Each Party (for purposes of this paragraph "Indemnifying
Party") 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  any  claim,  cost,  damages,  demand,  liability,  loss,  penalty,
proceeding,  including  reasonable  attorney's  fees,  and  costs  and  expenses
incidental  thereto,  which may be suffered by, accrued  against,  charged to or
recoverable from the Indemnified Party or any of its Affiliates, arising out of:
(i) the  Indemnifying  Party's  breach of this  Agreement  and/or any  agreement
entered into between the  Indemnifying  Party and PTCL;  (ii) a claim by a third
party against the Indemnified  Party or any of its Affiliates that the services,
or any portion or use  thereof,  infringes  or violates  any patent,  copyright,
trademark, trade secret or other intellectual property right; or (iii) damage to
property or bodily  injuries,  including death, as a result of an intentional or
negligent act or omission by the Indemnifying  Party or any of its Affiliates in
connection with the performance of this Agreement.  The Indemnifying  Party will
not settle any  claims,  demands,  suits,  proceedings  or actions  without  the
Indemnified   Party's  prior  written  consent,   which  consent  shall  not  be
unreasonably withheld or delayed.

(18) Force  Majeure.  Neither  Party  shall be liable  (except  for  payment for
services  rendered)  for  service  interruptions,  delays,  failures to perform,
damages,  losses  or  destruction,  or  malfunction  of  any  equipment  or  any
consequence thereof cause by or due to fire, flood, water, the elements, acts of
God,  war, and threat of imminent war,  utility  curtailments,  power  failures,
explosions, civil disturbances, governmental actions, 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 so
delayed or prevented from performing shall exercise good faith efforts to remedy
any such cause of delay or cause preventing performance. The existence of such a
situation  for a duration  longer than fifteen (15)  calendar days shall entitle
either Party to terminate this Agreement  without  liability to the other Party,
except  for any  undisputed  payment  for  services  rendered,  subject to prior
written notice.

(19)  Entire Agreement - This Agreement constitutes the entire agreement between
the  Parties  and  supersedes  all  previous   understandings,   commitments  or
representations concerning its subject matter. This Agreement may not be amended
or modified in any way, and none of its  provisions  may be waived,  except by a
writing signed by an authorized officer of each Party.

(20)  Severability  - In the  event  that  any  one or  more  of the  provisions
contained in this Agreement shall for any reason be held to be invalid,  illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if such invalid,  illegal or  unenforceable  provision had never
been  contained  herein.  Further,  in the  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 be enforceable  by a limitation  thereof,  such
provision  shall be deemed to be


amended  to  the  minimum  extent  necessary  to  render  it  valid,  legal  and
enforceable or in the alternative  both Parties shall negotiate in good faith to
substitute  for such invalid,  illegal,  or  unenforceable  provision a mutually
acceptable provision that is consistent with the original intent of the Parties.

(21) Non-Waiver of Breach - Each Party may specifically waive any breach of this
Agreement by the other Party,  provided  that no such waiver shall be binding or
effective  unless in writing and no such waiver  shall  constitute  a continuing
waiver of similar or subsequent  breaches. A waiving Party may at any time, upon
notice in writing,  direct  future  compliance  with the waived term or terms of
this  Agreement,  in which event the  breaching  Party shall  comply as directed

(22)  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
completed  facsimile.  Notices  shall be  addressed  to the  other  Party at the
address set forth below:

              If to Fusion:

                  Fusion Telecommunications International, Inc.
                  420 Lexington Avenue
                  Suite 518
                  New York, NY 10170
                  Fax: (212) 972-7884
                  Attention:  Executive Vice President--International

         If to THIL:

                  Turner Hill Investment Limited
                  Standard  Bank House P.O. Box: 583, 47-49 La Motte Street
                  St. Helier, Jersey JE4 8XR Channel Islands
                  Fax: +44-1534-881298

                  Attn:  Mr. Paul Weir

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

(23)  Headings.  The headings of the Sections and  subsections of this Agreement
are inserted for convenience only and do not constitute a part of this Agreement
nor shall they be considered when interpreting or construing this Agreement.


(24)  Assignment.  This  Agreement  shall be  binding on the  Parties  and their
respective  affiliates,  successors and permitted  assigns.  Neither Party shall
assign or transfer their respective  rights or obligations  under this Agreement
to any other entity without the prior written consent of the other Party,  which
consent  shall not be  unreasonably  withheld.  Notwithstanding  the  foregoing,
either party may (i) assign its rights and delegate its  obligations  under this
Agreement to a  majority-owned  or  majority-controlled  subsidiary or affiliate
(for the purposes of this Clause , "affiliate" shall mean an entity controlling,
controlled  by, or under common control of such party) or (ii) assign its rights
and  delegate  its  obligations  under this  Agreement  to an  affiliate  or its
successor in connection with a merger, spin-off, divestiture,  reorganization or
sale of all or  substantially  all of its  assets,  and such  assignee/successor
shall remain liable for all of the rights and  obligations  hereunder;  provided
however, that if either Party makes such an assignment, such Party shall provide
reasonable notice to the other Party of such assignment.

(25) Counterparts.  This Agreement may be executed in several counterparts, each
of which shall be deemed an original,  and all such counterparts  together shall
constitute but one and the same instrument.

(26)  Relationship.  Neither Party shall have the authority to bind the other by
contract or otherwise  make any  representations  or guarantees on behalf of the
other.  Both Parties  acknowledge and agree that the  relationship  arising from
this  Agreement  does  not  constitute  an  agency,   employee  relationship  or

(27) Publicity. No public statements or announcements relating to this Agreement
shall be issued by either Party without the prior  written  consent of the other

(28) Governing Law. The Parties  expressly  agree that the governing law of this
Agreement shall be the substantive law of England and Wales without regard to or
application  of  choice of law  principles  or the body of law  relating  to the
United Nations  Convention on the International  Sale of Goods. Each Party shall
comply with all  applicable  United  States and foreign  laws,  regulations  and
ordinances relating to their performance hereunder.

(29) Arbitration. Any dispute or difference arising out of or in connection with
this Agreement  shall be referred to and finally  resolved by arbitration and by
three  arbitrators in London in accordance  with the Rules of  Conciliation  and
Arbitration  for the time  being  in  force,  of the  International  Chamber  of
Commerce. The language of the arbitral proceedings shall be English.

IN WITNESS WHEREOF the Parties herein have signed this Agreement in the presence
of the witnesses hereto on the day and year first above written.

                                            INTERNATIONAL, INC.

By: /s/ Paul Weir                           By: /s/ Eric D. Ram
   -----------------------------               ---------------------------------


Print Name:                                 Print Name:
           -------------------------                   -------------------------

Title: Director                             Title: EVP International

Date: _______________________               Date: 25 April 02


1.                                              2.
   ----------------------------------              -----------------------------
Name:            /s/                            Name:             /s/
      -----------   --------------                    ------------   -----------
----------------------------------                      ------------------------



July 12, 2002

Turnerhill Investment Limited
PO Box 583
47-49 La Motte Street
St Helier
Channel Islands

Attn.    Abdul Hameed Khan
         Mr. Paul Weir

         RE:   International VoIP Agreement ("Agreement") between Turner Hill
               Investments Limited ("THIL") and
               Fusion Telecommunications International, Inc. ("Fusion") dated
               April 25, 2002


This Letter  Agreement  shall serve as an amendment  ("Amendment")  to the above
referenced Agreement between Fusion and THIL outlining the agreed upon terms and

Clause 2(2) OBLIGATIONS OF THE PARTIES - THIL of the Agreement is hereby amended
as follows:

         (1) This Clause 2 shall be amended to add the  following  to read "THIL
agrees to reimburse  Fusion an amount up to  $80,000.00  USD for all required on
the Pakistan side, including but not limited to installations costs, PTCL Demand
Note(s), custom duties and any additional equipment,  connectivity costs and all
related  operational  costs, fees inclusive of licenses,  deposits and any other
upfront  costs and any other  financial  obligations  needed in  Pakistan.  This
amount shall  initially be equivalent  to a percentage of the costs  computed by
dividing the costs  pursuant to the  immediate  preceding  sentence by the total
costs  incurred by both  parties in bringing  the VoIP  Project  into  operation
together with any additional capital  investments that have to be made by either
party during the operation of the VoIP Project (hereinafter referred to as "THIL
Percentage  Share"),  provided however that THIL's share of the profits shall at
all times be twenty-five (25%) percent and Fusion's shall be seventy-five  (75%)
percent. THIL's 25% share of the profits shall be paid as follows:

          a.   Initially,  THIL shall receive the difference between 25% and the
               THIL Percentage Share;

          b.   Fusion will retain the  difference  between the 25% profit due to
               THIL and the THIL  Percentage  Share as repayment  for the amount
               loaned to THIL by Fusion to fund the entire project; and

          c.   Once THIL has  reimbursed  Fusion from the profits or  otherwise,
               the difference  between 25% and the THIL Percentage  Share,  then
               THIL shall receive the full 25% of the share of the Profits."

(2)(a) All references to (40%) shall be amended to read (25%)

(2)(b) All references to (40%) shall be amended to read (25%)


(2)(c) All references to (40%) shall be amended to read (25%)

(2)(d) All references to (40%) shall be amended to read (25%)

(2)(f)  This  shall be added to  read-"THIL,  for  itself  and on  behalf of its
affiliates,  agrees to use its best  efforts  to work with  Fusion to secure the
ability to provide outbound traffic from Pakistan to the rest of the world."

(2)(g)  This  shall be added to  read-"THIL,  for  itself  and on  behalf of its
affiliates,  agrees  to use its best  efforts  to work  with  Fusion to secure a
gateway  license for Fusion in Pakistan as soon as  deregulation is available in

(2)(h)  This  shall be added to  read-"THIL,  for  itself  and on  behalf of its
affiliates,  agrees to use its best  efforts to secure a right of first  refusal
with   Mobilink  for  Mobilink  to  utilize   exclusively   Fusion's   Internet,
international voice gateway and other service offerings in an out of Pakistan."

Clause 3- SHARES OF THE PARTIES of the Agreement is hereby amended as follows:

          (1)  All references to (40%) shall be amended to read (25%).

          (2)  This  paragraph  is  deleted  in its  entirety  and  replaced  as
               follows:  "THIL shall have the right,  upon  approval from Fusion
               and  its  other  investors,   to  subsequently   increase  THIL's
               Percentage  Share in the Venture through  contributions  from its
               share of the  profits to an amount up to, but not to exceed  30%.
               In such case,  the share of THIL's  investment and profits of the
               Venture  shall be  increased  accordingly  and the  share of THIL
               responsibilities  pursuant  to 2.(2) as herein  amended  shall be
               increased  accordingly in conjunction with the increase in THIL's
               Percentage  Share  which may be up to a maximum  of 30% if agreed
               upon by Fusion and its other investors."

          (3)  This section shall be deleted in its entirety.

Clause 4 - PROFIT  SHARING  ARRANGEMENT  of the  Agreement is hereby  amended as

         (1) On the first line of the first  sentence,  the  following  shall be
inserted  after the word to,  "THIL's  Percentage"  and the word "its"  shall be

         All other terms and conditions of the Agreement between Fusion and THIL
will remain in full force and effect.

                             Respectfully submitted:

                             Fusion Telecommunications International, Inc.

                             By: /s/ ERIC D. RAM
                             Eric D. Ram, Executive Vice President-International

Agreed and Accepted:

Turner Hill Investments Limited


        Paul Weir

Date: 5/8/02
Witness: /s/