License Agreement

License Agreement

by Vdc Communications Inc
June 23rd, 2000

                                LICENSE AGREEMENT
                                -----------------

         This License Agreement (the "Agreement") is dated the 14th day of June,
2000  (the  "Date  of this  Agreement"),  between  Peter  J.  Salzano,  an adult
individual with an address at 74 Jesse Court,  Montville, NJ 07045 ("Licensor"),
and Free dot  Calling.com,  Inc.  a Nevada  corporation,  having an office at 75
Holly Hill Lane, Greenwich, CT 06830 (the "Licensee").

                                   WITNESSETH:
                                   -----------

         WHEREAS,   pursuant   to  a  Merger   Agreement   by  and   among   VDC
Communications,  Inc. ("VDC"), Voice & Data Communications (Latin America), Inc.
(the  "Company"),  Rare  Telephony,  Inc., a Nevada  corporation  (f/k/a  Washoe
Technology  Corporation)  ("Rare  Telephony"),  and  the  holders  of all of the
outstanding  shares of  common  stock of Rare  Telephony  (the  "Rare  Telephony
Shareholders"),  dated May 25, 2000, as amended, (the "Merger Agreement"),  Rare
Telephony merged with and into the Company (the "Merger");

         WHEREAS,  in  connection  with the Merger,  VDC, the Company,  the Rare
Telephony Shareholders,  and Buchanan Ingersoll Professional Corporation entered
into an Escrow Agreement, dated May 25, 2000 (the "Escrow Agreement");

         WHEREAS,  the  Licensor  has  filed a  provisional  patent  application
through John R.  Flanagan for Peter J.  Salzano,  Inventor,  dated April 7, 2000
(the  "Application"),  for an email business method described in the Application
(the "Email Technology");

         WHEREAS,  the parties desire to enter into a License  Agreement for the
purpose of granting to Licensee an exclusive, transferable license under certain
terms and conditions;

         WHEREAS,  the Company and the Licensor have entered into an Independent
Contractor Agreement (the "Contractor Agreement"); and

         WHEREAS, the terms of the Merger Agreement provide for the execution of
this Agreement.

         NOW, THEREFORE,  in consideration of the recitals and mutual agreements
herein  contained  and other good and  valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

         1.       Licensor hereby grants to Licensee an exclusive,  transferable
license  to use the  Email  Technology  in the  U.S.  and  internationally  (the
"License") and Licensee shall have the right to sublicense, in whole or in part,
the  rights  granted  herein,  to  Licensee's  subsidiaries,  the  Company,  the
Company's subsidiaries, VDC, and VDC's subsidiaries; provided, however, that any
sublicense  granted or issued without the prior written  permission of the Chief
Executive  Officer of VDC shall be void ab initio.  The License  shall cover all
improvements, additions, and changes to the Email Technology. This License shall
continue in full effect whether or not Licensor  receives a patent for the Email
Technology.  The term of the License  shall extend for the greatest  time period
permitted  by law (and in no event  less  than ten (10)  years),  unless  sooner
terminated as provided in Section 4.

                                       1


         2.       Licensor warrants that he is the  exclusive owner of the Email
Technology and that he has the right to grant the License to Licensee.  Licensor
further warrants that other than as provided for in this Agreement, the Licensor
has not granted a license to use the Email Technology,  or otherwise assigned or
transferred any of his rights in the Email Technology,  to any person or entity.
Licensor shall indemnify,  protect,  defend and hold harmless the Licensee,  and
its  officers,  directors,  employees,  agents,  representatives,  subsidiaries,
affiliates, and controlling entities (collectively,  "Indemnified Persons") for,
and will pay to the  Indemnified  Persons  the amount  of, any loss,  liability,
claim, damage, expense (including,  without limitation,  attorneys' fees) or the
diminution of value,  whether or not involving a third-party claim,  directly or
indirectly from or in connection with any inaccuracy of, or associated with, any
representation  or warranty  made by Licensor in this  Agreement.  The rights to
indemnification  hereunder shall not be affected by any investigation  conducted
with respect to, or any knowledge acquired (or capable of being acquired) at any
time, whether before or after the execution and delivery of this Agreement, with
respect  to  the  accuracy  or  inaccuracy  of  or  compliance   with  any  such
representation, warranty, or obligation.

         3.       The  Licensee  shall  pay  a  one  time royalty to Licensor of
$100,000 (said payment shall be in cash or cash  equivalent  only) upon Licensee
or any permitted  sublicensee  hereunder  (collectively,  the "Entities")  first
obtaining 250,000 active monthly billing customers (with minimum gross usage and
regulatory fee billing of $4,500,000 per month) exclusively through the Licensee
web site (the "Free Site")  through the  employment of the Email  Technology and
the  Licensee web site  affiliate  system (the  "System").  For purposes of this
Agreement the term "exclusively  through the Licensee web site (the "Free Site")
through  the  employment  of the  Email  Technology  and the  Licensee  web site
affiliate system (the "System")" means customers  obtained through the Free Site
using the Email Technology and the System where no telemarketing, or advertising
has been  utilized  to  attract  them  other  than (a) "click and talk" web site
telemarketing  creating  inbound  calls to and outbound  calls from the Licensee
sales/customer  service center,  (b)  referral/viral  e-mail  marketing from the
Email Technology,  (c) bulk e-mail marketing from Cash Back Rebates LD.com, Inc.
("Cash  Back")  self-generated  e-mail  lists,  (d)  affiliate  web site and web
partnership  marketing/sales,  and (e) inbound calls to Licensee's  call center.
Without  limiting the  generality of the  foregoing,  customers  obtained in the
following  ways shall not be counted  towards the 250,000  customers  referenced
above: (i) customers  referred to, directed to, or made aware of Licensee or the
Free  Site  by  telemarketers,   employees,  agents,  consultants,  officers  or
directors of or from Cash Back (other than bulk e-mail  marketing from Cash Back
self-generated  e-mail lists),  the Company,  VDC or any of their  affiliates or
subsidiaries; (ii) customers referred to, directed to, or made aware of Licensee
or the Free Site by or through the marketing, advertising, or publicly available
materials  of  Cash  Back,  the  Company,  VDC  or any of  their  affiliates  or
subsidiaries  (other than Licensee).  The failure to generate 250,000  customers
upon the terms and  conditions set forth in this Section 3(a) shall result in no
one time royalty  being paid.  The Licensor  shall bear the burden of proving to
the Licensee's Board of Directors  (which shall make the ultimate  determination
in its  discretion)  that the 250,000 active  monthly  billing  customers  (with
minimum gross usage and  regulatory  fee billing of  $4,500,000  per month) were
obtained  exclusively  through the Free Site through the employment of the Email
Technology  and the  System.  In  connection  with the proof  required  from the
Licensor in the preceding sentence, the Licensor shall have reasonable access to

                                       2


the records of the  Licensee and its  controlling  entities  after  Licensor has
executed a  confidentiality  agreement  acceptable  to Licensee's  counsel.  The
determination  of whether said  customers  have achieved the minimum gross usage
and  regulatory  fee billing of  $4,500,000  per month shall be made in the sole
discretion  of the  Licensee's  Board of  Directors  with  guidance  from  VDC's
controller.

         4.       This  License  may  be  terminated  on  the  following   terms
and conditions:

                  (a)      Immediately by written consent of all of the  parties
hereto;

                  (b)      By  the  Licensee on five (5) calendar  days' written
notice if the Free Site is not  operational  within one year after  $100,000 has
been placed in a bank account or other account for the  development  of the Free
Site;

                  (c)      By the  Licensor on  five (5) calendar  days' written
notice if $100,000  has not been placed in a bank  account or other  account for
the  development of the Free Site within sixty (60) calendar days of the Date of
this Agreement;

                  (d)      By  either the  Licensor or the  Licensee  on fifteen
(15) calendar days' written notice if, after the Free Site becomes  operational,
VDC, the Company,  or the Licensee has terminated or shut down the Free Site for
more than thirty (30) calendar days;

                  (e)      By  Licensor   upon   fifteen   (15)  calendar  days'
written notice if, after the Free Site becomes operational, the Licensor has not
timely  received  the  royalty  payment  provided  for in Section  3;  provided,
however,  that  Licensor  shall have first  provided the  Licensee  with written
notice of such failure and such failure shall not have been cured within fifteen
(15) calendar days' of receipt of such notice from Licensor; or

                  (f)      By  either  the  Licensor  or the  Licensee  on  five
(5) calendar days' written  notice if Licensee is dissolved  under the corporate
code then applicable to Licensee.

Notwithstanding the provisions of this Section 4, Licensor shall not be entitled
to  terminate  this  License  pursuant to either  Section 4(c) or 4(d) if he has
violated  either  the  Covenant  Not to  Compete  contained  in  the  Contractor
Agreement  or the  Covenant  Not to  Compete  set forth in  Section  5. Upon the
termination  of the License as set forth in this Section 4, and upon the payment
of the  royalty,  if any,  owed to Licensor as provided for in Section 3 accrued
through the effective  date of  termination,  the Licensee shall have no further
obligation to Licensor under this Agreement,  and Licensor shall have no further
rights  under  this  Agreement.  To the  extent the  payment  referenced  in the
preceding two sentences are offset as provided for in Section 7(m), said payment
shall be deemed to have been made for purposes of the preceding two sentences.

         5.       Covenant Not to Compete.

         (a)      The  Licensor  recognizes  and  acknowledges:   (i)  that  the
execution of this Agreement containing the following Covenant Not to Compete was
a condition  precedent to the closing of the Merger;  and (ii) that the Licensee
is placing its  confidence and trust in the Licensor.  The Licensor,  therefore,

                                       3


covenants and agrees that during the Applicable  Non-Compete  Period (as defined
below), the Licensor shall not, either directly or indirectly, without the prior
written  consent of the Board of  Directors  of the  Licensee:  (i) engage in or
carry on any business which is similar to or is in competition with the Business
of the Licensee (as such term is used and defined  below);  (ii) be or become an
employee, agent, consultant, representative,  director or officer of any person,
firm,  corporation,  association  or  other  entity  which is  engaged  in or is
carrying on any business which is similar to or in competition with the Business
of the Licensee;  (iii) solicit for employment or employ any person  employed by
the Licensee (or its  subsidiaries  or controlling  entities) at any time during
the 12-month period immediately preceding such solicitation or employment;  (iv)
develop or provide to persons or entities  other than VDC,  the Company or their
affiliates or  subsidiaries,  products,  technologies  or business  methods that
compete  with or are  similar  to the  Email  Technology;  or (v) be or become a
shareholder,  joint  venturer,  owner (in whole or in part),  partner,  or be or
become  associated with or have any  proprietary or financial  interest in or of
any firm,  corporation,  association  or other  entity which is engaged in or is
carrying on any business which is similar to or in competition with the Business
of the Licensee.  Notwithstanding  the preceding  sentence above,  the following
shall not be deemed to violate this Section 5:

                           (i)      passive  equity  investments by Licensor  of
$10,000 or less in any entity or affiliated group of any entity which is engaged
in or is carrying on any business which is similar to or in competition with the
Business of the Licensee;

                           (ii)     passive  equity  investments  by Licensor in
excess of  $25,000  in any entity or  affiliated  group of any  entity  which is
engaged in or is carrying on any business  which is similar to or in competition
with  the  Business  of the  Licensee,  so long as and only to the  extent  that
Licensor  has  obtained  the  prior  written  consent  of the Board to make such
investments; or

                           (iii)    an  equity  investment  by Licensor of up to
0.1% in any publicly  traded  company  which is engaged in or is carrying on any
business  which  is  similar  to or in  competition  with  the  Business  of the
Licensee.

         (b)      As used in this Agreement, the term "Business of the Licensee"
shall  include all  material  business  activities  in which the  Licensee,  the
Company and the Company's  subsidiaries  are engaged now which includes,  but is
not limited to,  international  and domestic  (i.e.  in the United  States) long
distance telecommunications services.

         (c)      Licensor hereby recognizes and acknowledges  that the existing
Business of the Licensee  extends  throughout  the United  States and  therefore
agrees that the  covenants  not to compete  contained in this Section 5 shall be
applicable in and  throughout  the United  States,  as well as  throughout  such
additional  areas,  states or  countries  in which the  Licensee  may be (or has
prepared  written plans to be) doing  business as of the date of  termination of
the Licensor's  engagement  hereunder.  Licensor further warrants and represents
that,  because of his varied  skill and  abilities,  he does not need to compete
with the Business of the Licensee and that this  Agreement  will not prevent him
from earning a livelihood and acknowledges  that the  restrictions  contained in
this Section 5 constitute reasonable protections for the Licensee.

                                       4


         (d)      As used in this Section 5,  "Applicable  Non-Compete   Period"
shall mean all periods after the License has been granted and before it has been
terminated  in  accordance  with  Section 4 and that  period  of six (6)  months
following the termination of the License.

         (e)      The parties hereto expressly understand, acknowledge and agree
that the Covenant Not to Compete  contained in Section 5 of this  Agreement (the
"License  Covenant") is in addition to and  supplementary to the Covenant Not to
Compete in the Contractor Agreement (the "Contractor Covenant"). The termination
or  unenforceability  of the License  Covenant  shall not affect the  Contractor
Covenant and the  termination or  unenforceability  of the  Contractor  Covenant
shall not affect the License Covenant.

         (f)      In addition to any other  remedy  available to the Licensee at
law,  equity,  or  otherwise,  the Licensee  may suspend  payment of the royalty
described in Section 3 during all periods during which the Licensor has violated
any term of Section 5.

6.       Upon  request  from  the  Licensee,  the  Licensor  shall use  its best
efforts to promptly file a definitive and final patent application for the Email
Technology. In respect of any such application, Licensor agrees to execute or to
employ its best efforts to have executed any documents, including affidavits and
working  declarations  necessary or reasonable to facilitate  the lawful filing,
prosecution and maintenance thereof. Licensor shall provide Licensee with a copy
of  documentation  referenced  in this  Section  6.  The full  costs  (including
government fees, taxes,  charges and the like and associate attorney charges for
services) for such application and the issuance and maintenance of any resulting
patent  shall be borne  by the  Licensor.  Notwithstanding  the  foregoing,  the
Licensee may, in its sole  discretion,  but shall have no obligation  to, opt to
direct the drafting,  preparation  and  prosecution  of the definitive and final
patent application for the Email Technology,  including all exhibits, schedules,
and  affidavits  thereto.  In order to  exercise  the option  referenced  in the
preceding  sentence (the  "Option"),  the Licensee  shall provide  Licensor with
written  notice of its desire to exercise  this option by specific  reference to
this Section 6. If and only if the Licensee exercises the Option,  then the full
costs  (including  government  fees,  taxes,  charges and the like and  attorney
charges for services) for such  application  and the issuance and maintenance of
any resulting patent shall be borne by the Licensee.  If the Licensee  exercises
the  Option,  then the  Licensor  shall fully and in good faith  cooperate  with
Licensee in  connection  therewith.  Provided that Licensor has not violated his
obligations  or  covenants  under this  Section 6, the exercise of the Option by
Licensee  shall in no way affect the rights or obligations of the parties hereto
as otherwise provided for apart from this Section.

7.       Miscellaneous.

         (a)      Except  as  otherwise  provided  in  this   Agreement  or  the
Contractor  Agreement  (or  otherwise  authorized  by the Licensee in writing in
advance),  the  Licensor  is not  authorized  to act as an agent  for,  or legal
representative  of, the  Licensee  or its  subsidiaries  or  affiliates  and the
Licensor  shall not have the  authority  to assume or create any  obligation  on
behalf of, in the name of, or binding upon the Licensee or its  subsidiaries  or
affiliates. This Agreement does not create a joint venture or partnership of any
kind between the parties.

                                       5


         (b)      The failure of either  party at any  time or  times to require
performance  of any  provision  hereof shall in no manner  affect the right at a
later time to enforce the same. To be effective, any waiver must be contained in
a written  instrument signed by the party waiving  compliance by the other party
of the term or covenant as  specified.  The waiver by either party of the breach
of any term or covenant  contained herein,  whether by conduct or otherwise,  in
any one or more instances, shall not be deemed to be, or construed as, a further
or continuing  waiver of any such breach, or a waiver of the breach of any other
term or covenant contained in this Agreement.

         (c)      This Agreement shall be binding  upon and inure to the benefit
of the parties hereto and their respective heirs, successors and assigns.

         (d)      The Licensor shall not assign  this  Agreement  to  any  other
corporation, firm or person without the express and written prior consent of the
Licensee.  The Licensee may assign this  Agreement  and the License  without the
Licensor's  consent and the  Licensor's  execution  of this  Agreement  shall be
deemed a consent to any such assignment;  provided, however, that any assignment
of the License or the Agreement by Licensee without the prior written permission
of the Chief Executive Officer of VDC shall be void ab initio.

         (e)      This Agreement  may not be  amended  except  by an  instrument
in writing, executed by the parties.

         (f)      If any term or provision  of this  Agreement  is determined to
be illegal,  unenforceable,  or invalid in whole or in part for any reason by an
arbitrator or court of competent jurisdiction,  such illegal,  unenforceable, or
invalid  provisions or part(s) thereof shall be stricken from this Agreement and
such provision shall not affect the legality, enforceability, or validity of the
remainder of the affected section or the Agreement,  then the stricken provision
shall be replaced, to the extent possible, with a legal, enforceable,  and valid
provision  that is as similar in tenor to the  stricken  provision as is legally
possible.

         (g)      This Agreement may be executed in multiple  counterparts  each
of which shall be an original but all of which together shall constitute one and
the same  instrument.  This  Agreement  may also be executed  and  delivered  by
exchange of facsimile  copies showing the  signatures of the parties,  and those
signatures  need not be affixed to the same copy.  The facsimile  copies showing
the signatures of the parties will  constitute  originally  signed copies of the
Agreement requiring no further execution.

         (h)      Each  right  and  remedy  granted  to  the Licensee under this
Agreement  shall be  cumulative  and in  addition  to any other  right or remedy
existing  in  equity,  at law,  by virtue of statute  or  otherwise,  and may be
exercised by the Licensee from time to time concurrently or independently and as
often and in such order as the Licensee  may elect.  Any failure or delay on the
part of the Licensee in exercising any such right or remedy shall not operate as
a waiver thereof.

         (i)      The parties  acknowledge  that the  execution  and delivery of
this Agreement was a material  inducement to VDC's and the Company's decision to
consummate the Merger.

                                       6


         (j)      The recitals  to  this  Agreement  constitute  part  of   this
Agreement.

         (k)      All notices, requests,   instructions,   consents   and  other
communications  to be given pursuant to this  Agreement  shall be in writing and
shall be deemed received (i) on the same day if delivered in person, by same-day
courier or by telegraph,  telex or facsimile  transmission  (receipt  confirmed)
(provided that telegraph,  telex or facsimile notice shall be deemed received on
the next business day if received after 5:00 p.m. Eastern  Standard Time),  (ii)
on the next day if delivered by overnight mail or courier,  or (iii) on the date
indicated on the return  receipt,  or if there is no such receipt,  on the third
calendar day (excluding  Sundays) if delivered by certified or registered  mail,
postage prepaid,  to the party for whom intended to the following  addresses (or
to such other addresses and facsimile numbers as a party may designate by notice
to the other party):

                  (a)      if to the Licensor at:

                           Peter J. Salzano
                           Network Consulting Group, Inc.
                           101 Route 46E
                           Pine Brook, NJ  07058
                           Facsimile No: (973) 882-8520

                  (b)      if to the Licensee at:

                           Thomas J. Vrabel
                           Free dot Calling.com, Inc.
                           657 Main Street, Suite 301
                           P.O. Box 9101
                           Passaic, NJ  07055-9101
                           Facsimile: (973) 779-7991

                           with a copy to:

                           Louis D. Frost, Esq.
                           Voice & Data Communications (Latin America), Inc.
                           75 Holly Hill Lane
                           Greenwich,  CT  06830
                           Facsimile: (203) 552-0908


         (l)      This  Agreement  shall  be  governed  by  and  construed   and
interpreted in accordance with the laws of the State of New Jersey applicable to
contracts  executed  and  to  be  performed  entirely  within  said  State.  All
controversies or claims arising out of or relating to this Agreement, or arising
out of or relating to the License or any sublicense  contemplated herein, or the
termination  thereof,  shall be determined by binding  arbitration  applying the
laws of the  State  of New  Jersey  and the  rules of the  American  Arbitration
Association  applicable to the Commercial Panel, except that there shall only be
one (1) arbitrator. The arbitration shall be conducted at the Licensee's offices

                                       7


in Greenwich, Connecticut, or at such other location designated by the Licensee.
The  decision of the  arbitrator  shall be final and binding  upon the  parties,
shall  include  written  findings of law and fact,  and judgment may be obtained
thereon in any court of competent  jurisdiction.  Each party shall bear the cost
of preparing and presenting its own case (except as provided for in Section 4 of
the  Escrow  Agreement).  The cost of the  arbitration,  including  the fees and
expenses  of the  arbitrator,  shall be shared  equally by the  parties  thereto
unless the award otherwise  provides (except as provided for in Section 4 of the
Escrow Agreement). Nothing herein shall preclude a party from seeking injunctive
relief  to  restrain  any  breach or  threatened  breach  of the  covenants  and
agreements  set  forth  in  this  Agreement  or  otherwise  to  obtain  specific
performance of any such covenant or agreement,  without the necessity of posting
bond or security in connection therewith.

         (m)      The Licensee shall be  entitled to deduct from any payment due
to Licensor under this Agreement any payments or amounts owed to the Licensee or
any of its controlling  entities or affiliates  (including,  without limitation,
VDC) by the Licensor or Network Consulting Group, Inc.

         (n)      This Agreement  will not be construed  more  strictly  against
one party then against the other by virtue of the fact that drafts may have been
prepared  by  counsel  for one of the  parties,  it being  recognized  that this
Agreement  is the  product of  negotiations  between  the  parties  and that the
parties have contributed to the final preparation of this Agreement.

         (o)      Licensor acknowledges that this Agreement is supported by good
and adequate  consideration.  Licensor hereby waives any defense, claim or other
arguments  (in  relation  to the  enforceability  of  this  Agreement  including
rescission  or  cancellation  hereof) or any similar  theory  based upon lack of
consideration.

         (p)      Each party  represents  and warrants that (i) it has carefully
read this  Agreement,  (ii) it has had the  assistance  of legal  counsel of its
choosing (and such other  professionals and advisors as it has deemed necessary)
in the review and execution hereof,  (iii) the meaning and effect of the various
terms and provision hereof have been fully explained to it by such counsel, (iv)
it has  conducted  such  investigation,  review  and  analysis  as it has deemed
necessary to understand the  provisions of this  Agreement and the  transactions
contemplated  hereby,  and (v) it has  executed  this  Agreement of its own free
will.

         (q)      Nothing contained in this Agreement  shall imply any agreement
by the Licensee to develop or fund the Free Site. The parties  acknowledge  that
there is or shall be a  separate  Funding  Agreement  which  shall  provide  for
limited funding of the Free Site.

         (r)      The  Licensor  shall  execute such additional documents and to
perform  all such  other and  further  acts as may be  reasonably  necessary  or
desirable to carry out the purposes and intents of this  Agreement,  at the cost
of the Licensee.  Without limiting the generality of the foregoing, the Licensor
shall  upon  request  from  Licensee,  execute a new  document  satisfactory  to
Licensee upon Licensor receiving a patent for the Email Technology.

                                       8


         (s)      This   Agreement  constitutes  the  complete   and   exclusive
agreement  between the parties hereto which  supersedes all proposals,  oral and
written,  and all other  communications  between  the  parties  relating  to the
subject matter contained herein.  Without limiting the foregoing,  the Agreement
supersedes and renders null and void a letter agreement among VDC, Licensor, and
Network  Consulting  Group,  Inc.,  dated  May  17,  2000.  Notwithstanding  the
foregoing,  this Agreement shall not supersede or render null or void the Merger
Agreement or the Schedules or Exhibits  thereto,  the Escrow  Agreement,  or the
Contractor Agreement.

         (t)      TO THE FULLEST EXTENT PERMITTED BY LAW, THE LICENSEE SHALL NOT
BE LIABLE TO LICENSOR OR ANY OTHER PERSON OR ENTITY FOR ANY  INDIRECT,  SPECIAL,
INCIDENTAL,  PUNITIVE  OR  CONSEQUENTIAL  LOSSES OR DAMAGES,  INCLUDING  WITHOUT
LIMITATION  LOSS OF REVENUE,  LOSS OF CUSTOMERS OR CLIENTS,  LOSS OF GOODWILL OR
LOSS OF PROFITS  ARISING IN ANY MANNER FROM THIS AGREEMENT OR THE PERFORMANCE OR
NON-PERFORMANCE OF OBLIGATIONS HEREUNDER,  EVEN IF THE LICENSEE HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.

         (u)      Licensor agrees,  within seven (7) calendar days after request
from Licensee, to deliver to Licensee a statement certifying that this Agreement
is in full force and effect (or stating any facts to the  contrary).  Within ten
(10) calendar days of receipt of a written  request from Licensee,  the Licensor
shall provide the Licensee with a statement  (sworn to by the Licensor  before a
Notary Public and signed by said Notary Public and the Licensor) that, as of the
date of said  statement,  the Licensor has complied  with all material  terms of
this  Agreement.  This  provision  shall  expire  six (6) months  following  the
termination of this Agreement.

         (v)      This Agreement and the License are effective as of the Date of
this Agreement.

         IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day
and year first above written.

ATTEST:                                     LICENSEE:

/s/ Thomas Salzano                          Free dot Calling.com, Inc.
- ---------------------------
Signature
                                            By:      /s/ Thomas J. Vrabel
                                               ---------------------------------
Thomas Salzano                                       Thomas J. Vrabel
- ---------------------------                          President
Print Name


WITNESS:                                    LICENSOR:

/s/ Louis D. Frost
- ---------------------------
Signature
                                            /s/ Peter J. Salzano
                                            ------------------------------------
Louis D. Frost                              Peter J. Salzano
- ---------------------------
Print Name

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