Master Franchise Termination Agreement

MUTUAL DISSOLUTION
of
INTERNATIONAL MASTER FRANCHISE AGREEMENT


Between


ACCESS POWER, INC.,
a Florida corporation


and


APC TELECOM INC., (aka APC Telecom)
a Canadian Federal corporation


Dated: December 11, 1998


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MUTUAL DISSOLUTION
of
INTERNATIONAL MASTER FRANCHISE AGREEMENT


This Mutual Dissolution of International Master Franchise Agreement is signed on December 11, 1998, between ACCESS POWER, INC., a Florida corporation and ACCESS POWER CANADA, INC., Canadian Federal corporation;


Whereas ACCESS POWER CANADA INC. (herein "APCI") was incorporated pursuant to a Certificate of Incorporation under the Canada Business Corporations Act dated April 24 ,1998;


Whereas APCI amended its legal corporate name to APC TELECOM INC. pursuant to a Certificate of Amendment under the Canada Business Corporations Act dated June 19,1998;


Whereas both parties hereto have discussed and agreed that the Franchisor and Master Franchisee relationship (Franchise Relationship) established by the International Master Franchise Agreement (and all exhibits thereto) dated April 26, 1998 (IMFA) is no longer in the best interest of either party, both parties agree that:


1. Dissolution
As of December 3, 1998 (Effective Date) all future rights and
obligations resulting from the IMFA, except as otherwise
specifically provided herein, are no longer applicable to either
party to this Agreement. In addition, subsequent to the
Effective Date, no business or contracts shall be engaged in by
either party which may require continuation of the IMFA. All
undertakings and existing agreements contrary to this Agreement
between the parties are repealed and this Agreement shall take
their place.


2. Amounts Owed
As of the Effective Date and by agreement of the parties hereto,
neither party owes the other party any sums of money related to
activities associated with the establishment of, operation of,
or this dissolution of the IMFA.


Any amounts which may be in any Marketing Fund referred to under
the IMFA shall be reimbursed on a percentage contributed basis
among the parties. (A party contributing 25% of the Funds total
contributions over the life of the Fund shall be entitled to 25%
of the remaining amounts in the Fund as of the Effective Date of
this Agreement.)


3. Waiver of Claims
Except with respect to amounts owed and any other matters
provided for in this agreement as set forth in this Agreement,
neither party shall be liable to the other party under any and
all causes of action with regard to activities undertaken or not
undertaken prior to the Effective Date of this Agreement,
regardless of whether any obligation was undertaken by either
party in reliance upon the Franchise Arrangement established in
the IMFA.


By executing this Agreement, both parties forever release and
discharge the other party and its affiliates, its Designees,
franchise sales brokers, if any, or other agents, and their
respective officers, directors, representatives, employees and
agents, from any and all claims of any kind, whether presently
known or unknown, in law or in equity, which may exist as of the
Agreement Date relating to, in connection with, or arising under
this Agreement or any prior agreement between the parties.


4. Confidentiality
Neither party shall, for a period of 2 (two) years from the
Effective Date, either directly or indirectly, divulge, disclose,
or communicate to any person or firm, any confidential


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information of any kind concerning any matters affecting or
relating to the business of the other party or its affiliates,
which such party may have acquired in the course of or as
incident to its involvement with the other party as a result of
the IMFA.


For the purposes of this section, confidential information shall
mean any oral or written information and data of a confidential
nature, including but not limited to proprietary, technical,
development, marketing, sales, operating, performance, cost,
know-how, business and process information ...