This Partnership Agreement ("Agreement"), made and effective this day, by and between CityVoice Communications, LLC ("Service Provider") and the CityVoice Partner ("Partner").

CityVoice desires to form a Partnership with Partner, and Partner desires to accept appointment, as a Partner of Service Provider's as set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements promises set forth herein, the Parties agree as follows:

1. Rights Granted.
Service Provider hereby grants to Partner a non-exclusive right, on the terms and conditions contained below, to resell "Service Provider's Services" (as defined below). Nothing herein shall prevent or prohibit Service Provider from selling any of Service Provider's Services directly to other customers.

2. Services.
As used in this Agreement, the term "Service Provider's Services" shall mean the Services, related service parts and accessories manufactured and/or sold by Service Provider as follows: Communications Services and Products.

3. Terms of Sale.
All sales of Service Provider's Services to Partner shall be made pursuant to this Agreement at such prices and on such terms as Service Provider shall establish from time to time on at least thirty (30) days notice. All orders are subject to acceptance by Service Provider. Except as otherwise expressly agreed by Service Provider in advance, this Agreement shall control all aspects of the dealings between Service Provider and Partner with respect to the Service Provider's Services and any additional or different terms in any Partner order are hereby rejected.

4. Payment.
Payment terms will be negotiated .

5. Marketing Policies.
Partner will promote vigorously and effectively the sale of Service Provider's Services through all channels of distribution, in conformity with Service Provider's established marketing policies and programs. Partner is authorized to enter into written agreements with its Partners relating to the purchase, resale and service of Service Provider's Services on forms approved by Service Provider for this purpose.

6. Merchandising Policies.
Service Provider will provide Partner with merchandising assistance from time to time in the form of advertising programs, service and sales training and sales promotions. Partner agrees to fully use such assistance in carrying out Service Provider's merchandising and sales promotion policies.

7. Sales Policies.
Sales quotas, giving reasonable regard to past performance and market potential of Service Provider's Services, may or may not be established by Service Provider from time to time. Partner agrees to employ sales personnel of demonstrated capacity to attain such quotas and consents to rewards directly to such personnel by Service Provider in recognition of superior performance.

8. Advertising Policies.
Service Provider will cooperate with Partner and its Partners in providing for continuous and effective advertising and promotion of Service Provider's Services, and Partner agrees at Partner's expense to participate in, actively promote and faithfully comply with the terms and conditions of such cooperative advertising and merchandising programs as Service Provider may establish and offer to Partner from time to time. Nothing herein shall prevent Partner from independently advertising and marketing the Service Provider's Services, provided the form and content of the advertising or marketing materials are approved by Service Provider in advance.

9. Service Warranty Policies.
In the event that any of Service Provider's Services are proved to Service Provider's satisfaction to have been defective at time of sale to Partner, Service Provider will make an appropriate adjustment in the original sales price of such Service or, at Service Provider's election, replace the defective Service. Service Provider shall provide to Partner information with respect to Service Provider's limited warranty extended to the original consumer of Service Provider's Services. SERVICE PROVIDER MAKES NO WARRANTY TO PARTNER WITH RESPECT TO THE SERVICES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. Indemnification.
A. Service Provider agrees to protect Partner and hold Partner harmless from any loss or claim arising out of inherent defects in any of Service Provider's Services existing at the time such Service is sold by Service Provider to Partner, provided that Partner gives Service Provider immediate notice of any such loss or claim and cooperates fully with Service Provider in the handling thereof.

B. Partner agrees to protect Service Provider and hold Service Provider harmless from any loss or claim arising out of the negligence of Partner, Partner's agents, employees or representatives in the installation, use, sale or servicing of Service Provider's Services or arising out of any representation or warranty made by Partner, its agents, employees or representatives with respect to Service Provider's Services that exceeds Service Provider's limited warranty. Further, in the event that any of Partner's Partners shall, with respect to any of Service Provider's Services purchased from Partner, fail to discharge the Partner's obligations to the original consumer pursuant to the terms and conditions of Service Provider's Service warranty and consumer service policies, Partner agrees to discharge promptly such unfulfilled obligations.

11. Order Processing and Returns.
A. Service Provider will employ its best efforts to fill Partner's orders promptly on acceptance, but reserves the right to allot available inventories among Partners at its discretion.

B. Except for Service Provider's Services that are defective at the time of sales to Partner, Service Provider shall not be obligated to accept any of Service Provider's Services that are returned. In the event such returns are accepted, Service Provider may impose a reasonable restocking charge.

12. Use of Service Provider's Name.
Partner may, subject to Service Provider's policies regarding reprduction of same, utilize Service Provider's name, trademarks or logos in advertising on stationery and business cards.

13. Relationship of the Parties.
The relationship between Service Provider and Partner is that of vendor and vendee. Partner, its agents and employees shall, under no circumstances, be deemed employees, agents or representatives of Service Provider. Partner will not modify any of Service Provider's Services without written permission from Service Provider. Neither Partner nor Service Provider shall have any right to enter into any contract or commitment in the name of, or on behalf of the other, or to bind the other in any respect whatsoever.

14. Term and Termination.
Unless earlier terminated as provided below, the term of this Agreement shall commence as of the date of this Agreement and shall continue for five years . At the end of the term, the Agreement shall continue until terminated by either party on at least ninety (90) days prior notice.

15. Acknowledgments.
Each party acknowledges that no representation or statement, and no understanding or agreement, has been made, or exists, and that in entering into this Agreement each party has not relied on anything done or said or on any presumption in fact or in law, (1) with respect to this Agreement, or to the duration, termination or renewal of this Agreement, or with respect to the relationship between the parties, other than as expressly set forth in this Agreement; or (2) that in any way tends to change or modify the terms, or any of them, of this Agreement or to prevent this Agreement becoming effective; or (3) that in any way affects or relates to the subject matter hereof. Partner also acknowledges that the terms and conditions of this Agreement, and each of them, are reasonable and fair and equitable.

16. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

17. Assignment.
Neither this Agreement nor any interest in this Agreement may be assigned by Partner without the prior express written approval of Service Provider, which may be withheld by Service Provider at Service Provider's absolute discretion.

18. No Implied Waivers.
Except as expressly provided in this Agreement, waiver by either party, or failure by either party to claim a default, of any provision of this Agreement shall not be a waiver of any default or subsequent default.

19. Notices.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services;

If to Service Provider: CityVoice Communications, LLC 45 Harvey Mill Road Lee, New Hampshire 03824

If to Partner:

20. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the State of New Hampshire.

21. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

22. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.