DISTRIBUTION PARTNER AGREEMENT
THIS DISTRIBUTION PARTNER AGREEMENT ("Agreement") is made as of this 14 day of June 2000 (the
"Effective Date") by and between:
VOCALTEC COMMUNICATIONS INC., a Delaware corporation located at 1 Executive Drive, Fort Lee,
NJ ("VocalTec"): and
CLICK AND CALL CORP. a corporation duly existing pursuant to the laws of the State of Florida with offices
at 1001 Brickell Bay Drive, Suite 1402, Miami, FL 33131, Doing Business as "StartCall.com, Inc." (Start Call)
WHEREAS: VocalTec (through its Surf&CAll Network Services division) develops, markets and manages
Voice over IP, e-commerce and customer care applications and services; and
WHEREAS: Start Call provides e-commerce customer care services
WHEREAS: Start Call wishes to distribute to its customers VocalTec's web-to-phone Internet telephony and
multimedia services (the "Partner Agreement").
NOW THEREFORE the parties hereto agree as follows:
"Services" shall mean providing Internet Telephony customer interaction services using VocalTec systems,
software and/or the Surf&Call plug in for Web-to-Phone communication by Start Call to its corporate
"Software" shall mean the Surf&Call template software package distributed by Start Call to its customers, and
the Surf&Call plug-in software provided to Start Call's customer's end-users from a VocalTec Website within the
"Web Site" shall mean VocalTec's "www.vocaltec.com" web site or other website designated by VocalTec.
"Customer/s" shall mean Start Call corporate and business customers, which shall engage Start Call for the
purpose of using the Services.
"VocalTec Systems" shall mean products including hardware, software or any part thereof maintained by
VocalTec for Start Call's Service purposes.
"S&C Plug-in" shall mean the portion of the Software distributed by Start Call customers to their customers
within the Partner Agreement.
"End-Users" shall mean the consumer end-users of the software on th