teliPhone(TM) LOGO] ----------------------------------------------------------- --------------------- Letter of Intent for a Joint Venture Agreement Between Teliphone Inc. and Intelco Communication, Inc. Dated July 14, 2006 By and between: Teliphone...

Exhibit 10.3

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Letter of Intent for a Joint Venture Agreement
Between Teliphone Inc. and Intelco Communication, Inc.

Dated July 14, 2006

By and between:

Teliphone Inc. "Teliphone" a Canadian Corporation having offices located at 0000
Xxxxxx Xxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxx, Xxxxxx X0X 0X0, hereby represented by
Xxxxxx Xxxxxxxx, its President & CEO, duly authorized as he so declares,

And

Intelco Communications, "Intelco", a Canadian corporation having offices located
at 0000 Xxx-Xxxxxxxxx Xx Xxxx, xxxxx 000, Xxxxxxxx, Xxxxxx, Xxxxxx, X0X 0X0,
hereby represented by Xxxxx Xxxxxx, its Executive Vice-President, duly
authorized as he so declares,

And

3901823 Canada Inc., "3901823", a Canadian corporation (and majority shareholder
of Intelco) having offices located at 0000 Xxx-Xxxxxxxxx Xx Xxxx, xxxxx 000,
Xxxxxxxx, Xxxxxx, Xxxxxx, X0X 0X0, hereby represented by Xxxxx Xxxxxx, its
Executive Vice-President, duly authorized as he so declares,

Collectively known as "the Parties"

And

Xxxxxx Xxxxxxxxx, businessman, domiciled at 000 xx xx xxxxxx, Xxxx-Xx-Xxxxxxx,
Xx, Xxxxxx. (Xxxxxx Xxxxxxxxx signature required for investment as described in
section 5 and personal guarantee in item 2.7).

Whereas the parties wish to set forth the guidelines in this Letter of Intent
(LOI) and subsequent Agreement in order to merge their operations and for
Teliphone to provide to Intelco a white-label version of its VoIP platform.

1. Intent & Objective:

1.1. To leverage Intelco's global distribution channel of pre-paid
calling cards and telecommunications services by introducing
Teliphone's VoIP services to their existing and future client base.

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Teliphone Inc.
0000 Xxxxxx Xxxx, xxxxx 0000
Xxxxxxxx, Xxxxxx, Xxxxxx X0X 0X0
(000) 000-0000, 877 TELIPHONE
xxx.xxxxxxxxx.xx xxxx@xxxxxxxxx.xx

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1.2. To leverage Teliphone's technology and experience with its initial
clients in order to provide Intelco with a proven VoIP product to
sell to the global market.

1.3. To immediately (within 3-6 months) turn Teliphone's current
operations to cash flow positive by merging operations with Intelco
and thereby reducing Teliphone's required cash outflows over the
next 12 months.

2. White-Label Version of Teliphone's VoIP platform for Intelco

Actual costs and in-kind contributions made for this white-label platform are
presented in tabular form in Appendix A.

2.1. Teliphone will provide to Intelco a white label version of its VoIP
platform for use by Intelco for promotion of its line of VoIP
products without commercial restriction to the global marketplace.

2.2. Intelco will pay Teliphone 1$ per month per active subscriber as a
software license fee. The minimum amount paid will be based on a
ramp-up period as described in item 2.6 below and the maximum will
be $12,000 per month. These amounts will remain as an advance from
Teliphone for 12 months from the signing of this LOI and will be
converted as described in section 6.

2.3. Above and beyond the twelve thousandth customer, Teliphone will
receive $0.15 per Intelco subscriber per month. In return, Teliphone
will ensure that all of the necessary resources within Teliphone's
team and technology is in place in order to meet Intelco's
requirements for modifications of their white label platform.

2.4. Intelco's customers' traffic will be passed entirely on Intelco's
network (ie. Intelco assumes DID costs, call origination and call
termination costs).

2.5. Teliphone will invoice any actual variable costs that may be
incurred by Teliphone in order to supply service to these customers
(ie. E9-1-1 PSAP call services).

2.6. The following period will comprise the minimum amounts being charged
per subscriber per month for the software license fee as described
in item 2.2 above:

2.6.1. Month 1: 0$
2.6.2. Month 2: The greater of 1$/subscriber and $1,000
2.6.3. Month 3: The greater of 1$/subscriber and $2,000
2.6.4. Month 4: The greater of 1$/subscriber and $3,500
2.6.5. Month 5 and onwards: The greater of 1$/subscriber and $5,000*

* During this period, as described in 2.2 above, the maximum paid by Intelco
will be $12,000. As described in 2.5, above and beyond the twelve thousandth
customer, Intelco will pay only $0.15 per subscriber per month for the software
license fee.

2.7. New technological developments created by Xxxxxx Xxxxxxxxx (Personal
commitment)

Xxxxxx Xxxxxxxxx personally commits to making available any and all new
technological developments where he is directly or indirectly involved in
creating to the disposal of Intelco via their Teliphone white label platform for
a no-cost license, with no royalties on future sales for the use by Intelco as
it sees fit to commercialize.

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3. Usage of Intelco's Infrastructure

Actual costs and in-kind contributions made for these operational expenses are
presented in tabular form in Appendix A.

3.1. Intelco will provide the following services to Teliphone:

3.1.1. Rent. Teliphone will move from its current offices at 1080
Beaver Hall, to Intelco's offices located at 0000
Xxx-Xxxxxxxxx xxxxxx, Xxxxxxxx. This is valued at $2,500 per
month.

3.1.2. Telecom network fixed costs. Intelco will provide to
Teliphone usage of origination and termination of call
traffic across its entire network of PRI's. These are valued
at the current market price of $0.007 per minute. The amounts
charged will be the greater of the actual charges and $7,000
per month.

3.1.3. Telecom network variable costs. Intelco will invoice any
actual variable costs that may be incurred by Teliphone
across its network (ie. Monthly DID costs, any additional
origination or termination costs that are incurred that are
not part of Intelco's fixed cost operations).

NOTE: Teliphone will port over all of its Montreal and Toronto DID's and
subsequent origination and termination traffic to Intelco and subsequently
cancel its 5 Montreal and 1 Toronto PRI's with Xxxxxx Business Solutions.
Teliphone will, however, maintain its own PRI's for cities which it deems
necessary and that are not part of Intelco's network.

3.1.4. Hosting and co-location services. Intelco will provide the
following to Teliphone within its own in-house data center
(valued at $2,500 per month):

3.1.4.1. 4 full cabinets for Teliphone's existing hardware
equipment

3.1.4.2. The necessary bandwidth for Teliphone's operations
(currently 2 MB per month)

3.1.4.3. 60 Amps continuous at 120Volts electrical power
supply with back-up UPS.

3.2. New hardware will be acquired in September 2006 in order to house
both Teliphone's and Intelco's VoIP customers. This equipment is
estimated to require 1/2 cabinet of space and will be located within
Intelco's cabinets located at Teleglobe, along with Teliphone's
telecom equipment.

3.3. Any amounts forwarded to Teliphone by Intelco will remain as an
advance from Intelco for 12 months from the signing of this LOI and
will be converted as described in section 6.

4. Establishment of a Line of Credit

4.1. 3901823 will provide Teliphone a $75,000 a line of credit with the
following disbursements:

4.1.1. $25,000 at the signing of this LOI

4.1.2. $25,000 at the installation of Teliphone's equipment within
Intelco's data center and a notarized and executed lean on
the assets as described in 4.3.

4.1.3. $25,000 when Teliphone's equipment is able to handle the
activation of new Intelco's clients.

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4.2. The totality of the line of credit must be repaid by Teliphone by
December 21, 2006. If any amounts are outstanding at this time, then
Teliphone will be considered in default, at which time Teliphone
will have 10 days to remit all outstanding amounts back to 3901823.

4.3. In the event that Teliphone does not reimburse the full outstanding
amount to 3901823 by December 31, 2006, Intelco will receive
ownership of Teliphone's current assets (cash, pre-paid deposits and
accounts receivable), capital assets (property, plant and equipment)
and intellectual property in order for Intelco's VoIP program to
continue under 3901823's ownership. A first level lien on the assets
will be notarized and signed after signing of this LOI.

4.4. Teliphone agrees to sign over the $56,000 of receivables pertaining
to its 2004 and 2005 research and development tax credits which it
estimates to receive by October 1, 2006 to 3901823 in order to
guarantee a major part of these disbursements. Teliphone will
forward any cash received from this funding directly to 3901823 upon
receipt.

5. Investment in Teliphone by Xxxxxx Xxxxxxxxx.

5.1. Xxxxxx Xxxxxxxxx agrees to provide to Teliphone an additional
$30,000 for use by Teliphone in order to cover any additional cash
flow requirements by Teliphone as required during the transition
phase. The following disbursements will be taken on Xxxxxx
Xxxxxxxxx'x credit card:

5.1.1. $15,000 in July 2006

5.1.2. $15,000 in August 2006

6. Conversion of Amounts Owing after 12 Months of Merged Operations

6.1. Based on the values of in-kind contributions that will be made over
the next 12 months, Teliphone will have an outstanding advance from
Intelco when both advances are netted.

6.1.1. The netted $ value will be converted to options exercisable
into Class A voting shares of the common stock of Teliphone.
The valuation that will be used is $1,000,000, which means
that each $10,000 of netted investment in Teliphone will be
equal to 1%. It is estimated that the net advance will be
$75,000, or options on 7.5%. These shares will be in the name
of Intelco.

6.2. Subsequent to this conversion, both Teliphone and Intelco will
commence to invoice each other for their respective services being
offered, with payments due within 30 days upon receipt of invoice.

7. 3901823 Acquisition of Voting, Class A Common Shares of Teliphone

7.1. OSK currently holds 104 class A common voting shares, representing
all of the outstanding shares of Teliphone.

7.2. Teliphone will issue from treasury an additional 35 class A voting
shares to 3901823. The resulting ownership will be OSK 74.8% and
3901823, 25.2%.

7.3. In consideration of this new minor position, Intelco will be awarded
one seat on Teliphone's Board of Directors. The newly appointed
board member will be provided full access to Teliphone's financial
reporting information as required.

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8. Additional considerations of this LOI

8.1. Intelco will gain a 'first right of refusal' in the event that an
offer to purchase Teliphone is made in the future or on the issuance
of any new shares.

8.2. Teliphone will assign its Telecommunications Services Agreement Kore
Wireless Canada Inc. to Intelco pending assignment and
re-negotiation of terms by Kore Wireless Canada Inc.

8.3. Teliphone will immediately enter into discussions with its long term
debt holders to restructure its long term debt and advances
(particularly from its Parent Company OSK Capital II Corp and
affiliated company 3894517 Canada Inc. / United American
Corporation).

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Agreed and signed in Xxxxxxxx, Xxxxxx, Xxxxxx,

/s/ Xxxxxx Xxxx /s/ Xxxxxx Xxxxxxxx
------------------------------------- ----------------------------------------
Xxxxxx Xxxx Xxxxxx Xxxxxxxx
Executive Vice President President & CEO
Intelco Communication Teliphone Inc.

/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Executive Vice President
3901823 Canada Inc.

/s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
For personal guarantee as outlined in item 2.7 and section 5.

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Appendix A. - Summary of In-kind and Cash disbursements

Disbursement Estimated $ Value Payment consideration
------------------------- -------------------------- ----------------------------------------

Teliphone
Software license $1.00 / subscriber / month Advance from Teliphone
Network (variable)(1) At cost Net 30 days upon presentation of invoice
Network (fixed)(2) At cost Advance from Teliphone

Intelco
Rent $2,500 per month Advance from Intelco
Network (variable)(3) At cost Net 30 days upon presentation of invoice
Network (fixed)(4) At cost Advance from Intelco
Co-location services $2,500 per month Advance from Intelco

(1) These represent any incremental costs that Teliphone must incur in order
to house Intelco's clients, such as E9-1-1 PSAP services or DID's on any
of Teliphone's PRI's that Intelco does not have, such as Gatineau, Hull,
Xxxx-Xxxx, Chomedy, Granby or St-Hyacinthe.

(2) These represent any costs incurred by Teliphone for passing traffic on
Teliphone's PRI's for Intelco, such as per minute origination and
termination costs (current price of $0.007 per minute). PRI's include
Granby, St-Hyacinthe, Chomedy/Xxxx-Xxxx or Gatineau/Hull.

(3) These represent DID costs incurred by Intelco for Teliphone's customers
over Intelco's Montreal, Toronto, Quebec City or any other of their US or
Canadian PRI's.

(4) These represent any costs incurred by Intelco for passing Teliphone
traffic on Intelco's PRI's including Montreal, Xxxxxxx, Xxxxxx City or any
other of their US or Canadian PRI's (current price of $0.007 per minute).

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teliPhone(TM) LOGO] ----------------------------------------------------------- --------------------- Letter of Intent for a Joint Venture Agreement Between Teliphone Inc. and Intelco Communication, Inc. Dated July 14, 2006 By and between: Teliphone...

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