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EXHIBIT C:  MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
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     THIS AGREEMENT IS ENTERED INTO BY AND BETWEEN COMPANY, INC., 1275 HARBOR
BAY PARKWAY, SUITE 100, ALAMEDA, CA 94502 ("Company") AND TELECOMMUNICATIONS
D'HAITI S.A.M.
("BUYER").
1.
This Agreement shall apply to all confidential and proprietary
information disclosed by the parties to the other, including but not limited to
confidential product planning information, product specifications and other
proprietary and business and technical information (hereinafter referred to as
"Confidential Information").
As used herein, "Confidential Information" shall be
in written, graphic, machine recognizable or other tangible or electronic form
and marked "Confidential" or "Proprietary" or shown by implication that it is
imparted or disclosed in confidence, or if disclosed orally or visually, shall
be reduced to writing in summary form, identified as "Confidential Information"
and sent to the Receiving Party within 15 days following such oral or visual
disclosure.
2.
Company and BUYER mutually agree to hold the other party's Confidential
Information in strict confidence and not to disclose such Confidential
Information to any third parties except after receiving prior consent by the
disclosing party in writing.
Company and BUYER shall use the same degree of
care to avoid disclosure of such Confidential Information as each employs with
respect to its own proprietary information of like importance or a greater
degree if reasonable.
3.
Company and BUYER agree that they will not use the other party's
Confidential Information for any purpose other than for the intended purposes,
without the prior written permission of the other party.
4.
Company and BUYER mutually agree they may disclose such Confidential
Information to their respective responsible employees with a bona fide need to
know, and Company and BUYER agree to instruct all such employees not to disclose
such Confidential Information to third parties and will ensure that such
employees have agreed to similar non-disclosure provisions with Company or the
BUYER, its own employees respectively.
5.
Information shall not be deemed Confidential Information and the
receiving party shall have no obligation regarding any information for which it
can be proven in written documentation (a) is already known to the receiving
party at the time that it is disclosed without use of the Confidential
Information; (b) is or becomes publicly known through no wrongful act contrary
to this Agreement of the receiving party; (c) is rightfully received from a
third party without obligation of confidence or restriction on disclosure from
receiving party and without breach of this Agreement; (d) is independently
developed by the receiving party without use of Confidential Information; (f) is
disclosed pursuant to a requirement of a valid court order provided that the
Receiving Party provides (i) prior written notice for the disclosing party of
such obligation and (ii) the opportunity to oppose such disclosure and (iii) it
is disclosed for the extent and purposes or the order only.
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<PAGE>
 
Strategic Alliance [*] Lines                               Contract No.
HT041101
Teleco Network Expansion

     6.
All Confidential Information shall remain the property of the
disclosing party, and upon the written request of either party, the other party
shall promptly return to the disclosing party all Confidential Information
disclosed to it and all copies thereof or at the disclosing party's option shall
destroy all such Confidential Information and shall provide the receiving party
with a certificate that all Confidential Information has been destroyed.
7.
Company and BUYER recognize and agree that nothing contained in this
Agreement shall be construed as granting any rights, by license or otherwise to
any Confidential Information disclosed pursuant to this Agreement.
8.
This agreement shall be binding upon and inure to the benefit of the
party's successors and assigns.
This Agreement shall not be assignable by either
party for the written consent of the other party, and any purported assignment
not permitted hereunder shall be void.
This document constitutes the entire
agreement between the parties with respect to the subject matter hereof, and
shall supersede all previous, understandings and agreements, either oral or
written, between the parties or any official or representative thereof.
9.
The obligations undertaken by each party pursuant to this Agreement
shall remain in effect for three years from the last date of disclosure of
Confidential Information, and shall survive any termination or expiration
hereof.
10.
None of the Confidential Information disclosed by the parties
constitutes any representation, warranty, assurance, guarantee or inducement by
either party to the either with respect to the infringement of trademarks,
patents, copyrights; any right of privacy; or any rights of third persons.
11.
The parties hereto are independent contractors.
12.
This Agreement may be modified only by written amendment signed by both
parties.
This Agreement shall be construed in accordance with the laws of the
State of California without regard to the conflict of laws provisions and shall
be subject to the jurisdiction of the courts of the State of California.
13.
The receiving party may make copies of Confidential Information only to
the extent necessary for the purpose of this Agreement provided that the copies
are marked "Confidential" and treated as Confidential Information in accordance
with the terms of this Agreement.
14.
Accordingly, nothing in this Agreement will be construed as a
representation or inference prohibiting either party from developing products,
having products developed for it, from entering into joint ventures, alliances,
or licensing arrangements that all without violation of this Agreement, compete
with the products or systems embodying the Confidential Information.
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