GENERAL SERVICE AGREEMENT

This agreement ("Agreement") is between Rubicon Holdings Corp. ("we," "us", "Company" or "Rubicon") and the user ("you, "user" or "Customer") of Rubicon's enhanced Residential and Small Business communications services ("Service"). This Agreement governs both the Service and any devices, such as an IP phone, Phone Adapter, Analog Telephone Adapter or any other IP connection device ("Device"), used in conjunction with the Service. By activating the Service, you acknowledge that you have read and understood, and you agree, to the terms of this Agreement, and you represent that you are of legal age to enter this Agreement and become bound by its terms.

I. SERVICE

a. Term

Service is offered on a monthly basis for a term which begins on the first day of the usage and ends 30 days later. Subsequent terms of this Agreement automatically renew on a monthly basis without further action by you unless you give Rubicon written notice of non-renewal at least [10] days before the end of the monthly term in which the notice is given. You are purchasing the Service for full monthly terms, meaning that if you attempt to terminate Service prior to the end of a monthly term, you will be responsible for the full month's charges to the end of the then-current term, including without limitation unbilled charges, plus a disconnect fee, all of which immediately become due and payable.

b. Residential Use of Service and Device

If you have subscribed to Rubicon's Residential services, the Service and Device are provided to you as a residential user, for your personal, residential, non-business and non-professional use. This means that you are not using them for any commercial or governmental activities, profit-making or non-profit, including but not limited to home office, business, sales, tele-commuting, tele-marketing, autodialing, continuous or extensive call forwarding, fax broadcast, fax blasting or any other activity that would be inconsistent with normal residential usage patterns. This also means that you are not to resell or transfer the Service or the Device to any other person for any purpose, or make any charge for the use of the Service, without express written permission from Rubicon in advance. You agree that your use of the Service and/or Device, or the use of the Service and/or Device provided to you by any other person for any commercial or governmental purpose will obligate you to pay Rubicon's higher rates for commercial service on account of all periods, including past periods, in which you use, or used, the Service for commercial or governmental purposes. Rubicon reserves the right to immediately terminate or modify the Service, if Rubicon determines, in its sole discretion, that Customer's Service is being used for non-residential or commercial use.

c. Small Business Use of Service and Device - Prohibition on Resale

If you have subscribed to Rubicon's Small Business services, the Service and Device are provided to you as a small business user. This means that you are not to resell or transfer the service or device to any other person for any purpose, without express written permission from Rubicon in advance. You agree that the Rubicon Small Business Plans do not confer the right to use the service for auto-dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting. Rubicon reserves the right to immediately terminate or modify the Service, if Rubicon determines, in its sole discretion, that Customer's Service is being used for any of the aforementioned activities.

d. Lawful Use of Service and Device

You agree to use the Service and Device only for lawful purposes. This means that you agree not to use them for transmitting or receiving any illegal, harmful, threatening, abusive, harassing, defamatory, obscene, sexually explicit, profane, racially or ethnically disparaging remarks or otherwise objectionable material of any kind, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law. While we encourage use of the Service for calls from the United States to other countries, Rubicon does not presently offer the Service to Customers located in other countries. If you remove the Device to a country other than the United States and use the Service from there, you do so at your own risk, including the risk that such activity violates local laws in the country where you do so. Rubicon reserves the right to

terminate your service immediately and without advance notice if you violate the above restrictions, leaving you responsible for the full month's charges to the end of the current term, including without limitation unbilled charges, plus a disconnect fee, all of which immediately become due and payable.

e. Loss of Service Due to Power Failure

You acknowledge and understand that the Service does not function in the event of power failure. Should there be an interruption in the power supply, the Service will not function until power is restored. A power failure or disruption may require the Customer to reset or reconfigure equipment prior to utilizing the Service. Power disruptions or failures will also prevent Customer to utilize Rubicon E911 service.

f. Unauthorized Usage of Device, Firmware or Software

You acknowledge that you are not given any license to use the firmware or software embedded in the Device, and that the Device is exclusively for use in connection with the Service. If you decide to use the Service through an interface device not provided by Rubicon, which Rubicon reserves the right to prohibit in particular cases or generally, you warrant and represent that you possess all required rights, including software and/or firmware licenses, to use that interface device with the Service.

g. Tampering with the Device

You agree not to change the electronic serial number or equipment identifier of the Device, or to perform a factory reset of the Device, without express permission from Rubicon in each instance. Rubicon reserves the right to terminate your Service should you tamper with the Device, leaving you responsible for the full month's charges to the end of the current term, including without limitation unbilled charges, plus a disconnect fee, all of which immediately become due and payable.

h. Theft of Service

You agree to notify Rubicon immediately, in writing via email to Service@RubiconIPNet.com or by calling the Rubicon Customer support line, if the Device is stolen or if you become aware at any time that your Service is being stolen or fraudulently used. When you call or email, you must provide your account number and a detailed description of the circumstances of the Device theft or stolen or fraudulently use of Service. Failure to do so in a timely manner may result in the termination of your

Service and additional charges to you.

i. Return of Device

The Device may be returned to Rubicon within fourteen (14) days of the line activation providing:(i) Customer retained proof of purchase and original packaging and (ii) contents are undamaged and in original condition and iii) and all documentation and packaging materials are returned. If Customer receives cartons and/or devices that are visibly damaged, please note the damage on the carrier's freight bill or receipt and keep a copy. Keep the original carton, all packing materials and parts intact and contact Rubicon's Customer care department immediately. Warranty coverage varies depending on the type of Device that Customer chooses. Please refer to the Rubicon warranty materials included in the packaging of your Device(s).

Warranty coverage varies depending on the type of Device that Customer chooses. Please refer to the Rubicon warranty materials included in the packaging of your Device(s).

j. Number Transfer on Service Termination

If you have transferred your number to Rubicon's IPNet service, Rubicon will arrange for the transfer of the telephone number used in connection with the Service provisioned by the Rubicon to you upon your termination of the Service, provided (i) your account has been terminated and (ii) your Rubicon account is completely current including payment for all charges and disconnect fees and (iii) you request the transfer upon terminating your account.

II. CRITICAL COMPONENT

EMERGENCY SERVICES - Rubicon E911

Definitions E911 and Traditional 911

Enhanced-911 or E-911 enables calls to be routed to Public Safety Answering Points (PSAP) such that both the calling phone number and the address are immediately available to the PSAP operator.

Traditional 911 provides only the phone number to the PSAP operator. The caller must stay on the line and be able to provide location information in order to receive emergency response services.

 Non-Availability of Traditional 911 or E911 Service.

CUSTOMER MUST MAINTAIN AN ALTERNATE MEANS OF REQUESTING EMERGENCY SERVICES. CUSTOMER acknowledges and understands that RUBICON does NOT support traditional 911 and E911 access to emergency services. The limited emergency response service

provided by us differs in a number of important ways from traditional 911 and E911 as explained further below. Rubicon E911 will route your 911 calls to the public safety answering point (PSAP) supporting the service address you registered with your account. The emergency operator receives the address of the caller. With this service the caller does not need to verbally give their location to the operator. Because of the limitation on Rubicon E911, we recommend that CUSTOMER maintain an alternate means of accessing traditional emergency response services.

CUSTOMER acknowledges and understands that Rubicon E911 cannot be used in conjunction with a Soft Phone or non-interconnected Virtual Numbers (virtual numbers not associated with a DID and therefore cannot receive calls from a PSTN line). Our Rubicon E911 is not automatic; CUSTOMER must separately take affirmative steps, as described in this Agreement, to register the address where CUSTOMER will use the Services in order to activate the Rubicon E911 feature. CUSTOMER must do this for each interconnected virtual number that CUSTOMER obtains. CUSTOMER acknowledges and understands that Rubicon E911 is available only in US and the service is intended only for CUSTOMER who calls from US territory. CUSTOMER shall inform any household residents, guests and other third persons who may be present at the physical location where CUSTOMER utilize the Service of (i) the non-availability of traditional 911 or E911, and (ii) the important differences in and limitations of the our Rubicon E911 as compared with traditional 911 or E911 Service.

Registration of Physical Location Required.

CUSTOMER acknowledges and understands that for each interconnected virtual number that CUSTOMER use for the Service, CUSTOMER must register with the physical location where CUSTOMER will be using the Service with that virtual number. When CUSTOMER moves the Device to another location, CUSTOMER must register your new location. If CUSTOMER do not register your new location, any call CUSTOMER make using the Rubicon E911 feature may be sent to an emergency center near your old address. CUSTOMER will register your initial location of use when CUSTOMER subscribes to the Service. Thereafter, CUSTOMER may register a new location by logging into your control panel and clicking on the “Update E911 Info” button located at the top portion of every page in www.rubiconipnet.com web page. For purposes of the 911 features, CUSTOMER may only register one location at a time for each phone line CUSTOMER use with the Service. Failure in reregistering the new address prior to utilizing the Rubicon E911, CUSTOMER will have a risk of paying additional charge to RUBICON for $95 per call.

 Confirmation of Activation Required.

CUSTOMER acknowledges and understands that your Rubicon E911 will not be activated for any phone line that CUSTOMER are using with the Service, unless and until CUSTOMER has submitted a verified address. Failure in submitting the verified address prior to utilizing the Rubicon E911, CUSTOMER will have a risk of paying additional charge to RUBICON for $95 per call.

How Emergency Personnel are contacted.

CUSTOMER acknowledges and understands that RUBICON contracts with a third party to use the address of your registered location to determine the nearest emergency response center and then forward your call to a general number at that center.

When the center receives your call, the operator will have the address CUSTOMER entered in our 911 database as well as your DID number that CUSTOMER associated with your virtual number. If CUSTOMER has not provided this information, CUSTOMER must provide your address and phone number in order to get help and CUSTOMER will automatically be charged for $95 per call for not providing the address and phone number prior to using RUBICON 911 Service.

Some local emergency response centers may decide not to have their general numbers answered by live operators 24 hours a day. If RUBICON learns that this is the case, RUBICON will send your call instead to a national emergency calling center and a trained agent will contact an emergency center near CUSTOMER to dispatch help. CUSTOMER hereby authorize us to disclose your name and address to third-party service providers, including, without limitation, call routers, call centers and public service answering points, for the purpose of dispatching emergency services personnel to your registered location.

Service Outages.

(a) Service Outages Due to Power Failure or Disruption. CUSTOMER acknowledges and understands that Rubicon E911 does not function in the event of a power failure or disruption. If there is an interruption in the power supply, the Service, including Rubicon E911, will not function until power is restored. Following a power failure or disruption, CUSTOMER may need to reset or reconfigure the Device prior to utilizing the Service, including Rubicon E911.

(b) Service Outages Due to Internet Outage or Suspension or Termination of Broadband Service or ISP Service. CUSTOMER acknowledges and understands that service outages or suspensions or terminations of service by your broadband provider or ISP will prevent all Service, including Rubicon E911, from functioning.

(c) Service Outage Due to Suspension or Termination of Your Account. CUSTOMER acknowledges and understands that service outages due to suspension or termination of your account will prevent all Service, including Rubicon E911, from functioning.

(d) Service Outages Due to ISP or Broadband Provider Blocking of Ports or Other Acts. CUSTOMER acknowledges and understands that your ISP or broadband provider or other third party may intentionally or inadvertently block the ports over which the Service is provided or otherwise impede the usage of the Service. In that event, provided that CUSTOMER alerts us to this situation, RUBICON will attempt to work with CUSTOMER to resolve the issue. During the period that the ports are being blocked or your Service is impeded, and unless and until the blocking or impediment is removed or the blocking or impediment is otherwise resolved, your Service, including the Rubicon E911 feature, may not function. CUSTOMER acknowledges that RUBICON is not responsible for the blocking of ports by your ISP or broadband provider or any other impediment to your usage of the Service, and any loss of service, including Rubicon E911, that may result. In the event CUSTOMER lose service as a result of blocking of ports or any other impediment to your usage of the Service, CUSTOMER will continue to be responsible for payment of the Service charges unless and until CUSTOMER terminate the Service in accordance with this Agreement.

(e) Other Service Outages. CUSTOMER acknowledges and understands that if there is a Service outage for any reason, such outage will prevent all Service, including Rubicon E911, from functioning. Such outages may occur for a variety of reasons, including, but not limited to, those reasons described elsewhere in this Agreement.

Re-Verifying Your Address is Required if CUSTOMER

Change Your Number or Add or Port New Numbers. CUSTOMER acknowledges and understands that Rubicon E911 does not function if CUSTOMER change your phone number or if CUSTOMER add or port new phone numbers to your account, unless and until CUSTOMER successfully register your location of use for each changed, newly added or newly ported phone number.

Network Congestion; Reduced Speed for Routing or Answering Rubicon E911 Calls.

CUSTOMER acknowledges and understands that there may be a greater possibility of network congestion and/or reduced speed in the routing of a Rubicon E911 call made utilizing the Service as compared to traditional 911 Service over traditional public telephone networks.

Possible Lack of Automatic Number Identification.

CUSTOMER acknowledges and understands that it may or may not be possible for the local emergency personnel to automatically obtain your phone number when CUSTOMER use Rubicon E911. Our system is configured to send the automatic number identification information; however, one or more telephone companies, not us, route the traffic to the emergency response center and that center may not be capable of receiving and passing on that information. As a result, the operator who answers your Rubicon E911 call may not be able to automatically obtain your phone number and call CUSTOMER back if the call is not completed or is not forwarded, is dropped or disconnected, if CUSTOMER are unable to speak to tell the operator your phone number, or if the Service is not operational for any reason.

No Automated Location Identification.

CUSTOMER acknowledges and understands that in most service areas, it is not possible at this time to transmit to the local emergency response center the address that CUSTOMER registered for Rubicon E911. CUSTOMER will need to state the nature of your emergency promptly and clearly, including your location (and possibly your telephone number), as the operator may not have this information. Emergency personnel will not be able to find your location if the call is not completed or is not forwarded, is dropped or disconnected, if CUSTOMER are unable to speak to tell the operator your location, or if the Service is not operational for any reason.

Disclaimer of Liability and Indemnification.

CUSTOMER acknowledges and understands that RUBICON do not have any control over whether, or the manner in which, calls using Rubicon E911 are answered or addressed by any local emergency response center. RUBICON disclaims all responsibility for the conduct of local emergency response centers and the national emergency calling center. END USE acknowledges and understands that RUBICON rely on third parties to assist us in routing Rubicon E911 calls to local emergency response centers and to a national emergency calling center. RUBICON disclaims any and all liability or responsibility in the event such third party data used to route calls is incorrect or yields an erroneous result. Neither our

RUBICON, nor its officers or employees, may be held liable for any claim, damage, or loss, and CUSTOMER hereby waive any and all such claims or causes of action, arising from or relating to Rubicon E911 unless such claims or causes of action arose from our gross negligence, recklessness or willful misconduct. CUSTOMER shall defend, indemnify, and hold harmless our RUBICON and or any of our subsidiaries, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to CUSTOMER in connection the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, CUSTOMER or any third party relating to the absence, failure or outage of the Service, including Rubicon E911, incorrectly routed Rubicon E911 calls, and/or the inability of any user of the Service to be able to use Rubicon E911 or access emergency service personnel.

Alternate 911 Arrangements.

CUSTOMER acknowledges and understands that RUBICON strongly encourages CUSTOMER to have an alternate means of accessing traditional 911 or E911 services or terminating the Service. RUBICON does not recommend CUSTOMER rely on a non-traditional 911 service in an emergency.

Rubicon E911 Fees

CUSTOMER acknowledges and understands that RUBICON charge a fee of $3.00 per month. This is to cover the cost of the service that RUBICON must pay when RUBICON connect such calls.

Abuse

CUSTOMER acknowledges and understands that while Rubicon E911 is not traditional 911, abusing the Rubicon E911, making false or prank calls to a Rubicon E911 is still a crime. If CUSTOMER commits such acts, your account will be terminated and CUSTOMER may be prosecuted by your local and state governments.

III. CHANGES TO THIS AGREEMENT

Rubicon may change the terms of the Agreement from time to time. Rubicon will provide notice to you by posting to the "Service Announcements" section of our Web Site. Notices will be considered given and effective on the date posted.

IV. CHARGES / PAYMENTS / DEFAULT / TAXES / TERMINATION

a. Billing

You must give us a valid credit card number when the Service is activated. If the card expires, or your billing address changes, or the card is cancelled and replaced owing to loss or theft, you must advise Rubicon at once. We will bill all charges monthly to your credit card, including but not limited to: activation fees, monthly Service fees, international usage charges, advanced feature charges, equipment purchases and shipping and handling charges. Rubicon reserves the right to bill at more frequent intervals if the amount due at any time exceeds $50.

b. Billing Disputes

You must notify Rubicon in writing within 7 days after receiving your credit card statement if you dispute any Rubicon charges on that statement. Billing disputes should be notified to the following address:

Corporate Controller
Rubicon Holdings, Inc.
75 Broad Street , STE. 210
New York , NY 10004

or email us at Billing@RubiconIPNet.com

c. Payment

Rubicon only accepts payments by credit card. Your initial use of the Service authorizes Rubicon to charge the credit card account number on file with Rubicon, including any changed information given Rubicon if the card expires or is replaced, for Rubicon charges that accrue during the billing cycle. This authorization will remain valid until 30 days after Rubicon receives your written notice terminating Rubicon's authority to charge your credit card. Rubicon may terminate your Service at any time in its sole discretion, if any charge to your credit card on file with Rubicon is declined or in case of any other non-payment of account charges. Termination of Service for declined card or non-payment leaves you FULLY LIABLE to Rubicon for ALL CHARGES ACCRUED BEFORE TERMINATION and for charges incurred by Rubicon owing to your non-payment, such as (but not limited to) collection costs and attorney's fees.

d. Termination/Discontinuance of Service

Rubicon reserves the right to discontinue providing the Service generally, or to terminate your Service, at any time in its sole discretion. If Rubicon discontinues providing the Service generally, or terminates your Service in its discretion without a stated reason, you will only be responsible for charges accrued through the date of termination, including a pro-rated portion of the final month's charges. If your Service is terminated for any stated reason, including without limitation violation of this Agreement, or because of any improper use of the Service (such as, but not limited to, your attempts to hack, disrupt, or misuse the Service), you will be responsible for the full month's charges to the end of the current term, including without limitation unbilled charges, plus a disconnect fee, all of which immediately become due and payable.

e. Taxes

Any applicable sales, use, excise, public utility or other taxes, fees or charges imposed on Rubicon as a result of providing the Service or a Device will be billed to your account when imposed upon Rubicon. If Customer is exempt from payment of such taxes, it will provide Rubicon with an original government-issued certificate attesting to tax-exempt status. Tax exemption will only apply from and after the date Rubicon receives the Tax Exempt Document.

f. Disconnect Fee

You will be charged a disconnect fee of $59.99 per line upon any termination of your Service (except when termination results from Rubicon discontinuing the Service generally or terminating your Service in its discretion without a stated reason). The disconnect fee will billed directly to your credit card.

V. LIMITATIONS

a. Limitation of Liability

Rubicon shall not be liable for any failure to provide the Service, including 911 dialing, at any time or from time to time, or any degradation of voice quality, that is caused by any of the following:

1. act or omission of an underlying carrier or third party;
2. equipment, network or facility failure;
3. equipment, network or facility upgrade or modification;
4. force majeure events such as (but not limited to) acts of God; strikes; fire; war; riot; government actions;
5. equipment, network or facility shortage;
6. equipment or facility relocation;
7. service, equipment, network or facility failure caused by the loss of power to Customer; or
8. any other cause that is beyond Rubicon's control, including without limitation the failure of an incoming or outgoing call to be connected or completed, including 911 dialing, or degradation of voice quality. Rubicon's liability for any failure or mistake shall in no event exceed Service charges on account of the affected time period. Rubicon is not liable for incidental or consequential damages of any type.

b. Indemnification

Customer agrees to defend, indemnify, and hold Rubicon, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to Customer in connection with this Agreement or the Service, harmless from claims or damages by, or on behalf of, Customer or any third party or user of Customer's Service, relating to this Agreement, the Services, including 911 dialing, or the Device. This paragraph shall survive termination of this agreement.

c. No Warranties on Service

Rubicon makes no warranties, express or implied, including but not limited to, any implied warranties of merchantability or fitness of the Service or the Device for a particular purpose. Neither Rubicon nor its vendors will be liable for unauthorized access to Rubicon's or Customer's transmission facilities or premises equipment or for unauthorized access to, or alteration, theft or destruction of, Customer's data files, programs, procedures or information through accident, fraudulent means or devices or any other method, regardless of whether such damage occurs as a result of Rubicon's or its vendors' negligence. Statements and descriptions concerning the Service, if any, by Rubicon or Rubicon's agents or installers are informational and are not given as a warranty of any kind.

d. No Warranties, or Limited Warranties, for Devices

If Customer purchased the Device new from Rubicon and the Device included a limited warranty at the time of purchase, Customer must refer to the separate limited warranty document for information on the limitation and disclaimer of certain warranties. If Customer's Device did not include a limited warranty from Rubicon at the time of purchase, Customer agrees that it accepts its Unit "as is" and that Customer is not entitled to replacement or refund in the event of any defect.

VI. RESOLUTION OF DISPUTES

a. Mandatory Arbitration

Any dispute or claim between Customer and Rubicon arising out of or relating to the Service or Device provided in connection with this Agreement shall be resolved by arbitration before a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. All claims shall be arbitrated individually and Customer will not bring, or join a punitive or certified class action to arbitration or seek to consolidate or bring previously consolidated claims in arbitration. The arbitrator shall have no authority to award punitive damages. Customer acknowledges that this arbitration provision constitutes a waiver of any right to a jury trial.

b. Entire Agreement

This Agreement constitutes the entire agreement between you and Rubicon and governs your use of the Service, superceding any prior agreements between you and Rubicon.

c. Governing Law

The Agreement and the relationship between you and Rubicon shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You and Rubicon agree to submit to the personal and exclusive jurisdiction of the courts located within the state of New York . The failure of Rubicon to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

VII. Privacy and Notices

a. Privacy

Rubicon Service utilizes, in whole or in part, the public Internet and third party networks to transmit voice and other communications. Rubicon is not liable for any lack of privacy which may be experienced with regard to the Service. Please refer to our Privacy Policy at www.RubiconIPNet.com for additional information.

b. Notices

Notices to Customer shall either (i) be made by posting to the "Service Announcements" section of our Web Site, and/or (ii) be sent to the email address on file for Customer at Rubicon. You are responsible for notifying us of any changes in your email address by e-mailing us at Service@RubiconIPNet.com, and we may continue to use your previous e-mail address unless and until we have received your notice of address change. Notices will be considered given on the date posted or sent by Rubicon.