YAPALOT COMMUNICATIONS HOLDINGS INC
10SB12G/A, EX-99.3, 2000-12-28
BLANK CHECKS
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DELIVERED VIA ACTION COURIER

May 26, 2000

APPWERX INC
1 Yonge St #1606
Tor On
M5E 1E5

ATTENTION: MR. JOHN J. BEKTO

Dear Sir,

RE:    YAPALOT COMMUNICATIONS INC. PURCHASE AND DEVELOPMENT OF JAVA APPLET


It is understood that Yapalot Communications Inc. have concluded negotiations
with Appwerx Inc (hereinafter referred to as APPWERX) for the production and
supply of a Java Applet to allow functionality similar to "dialpad.com". As
agreed at the said negotiations, enclosed herewith is our cheque in the amount
of $13,000.00 (CAN) in lieu of the first deposit for 20% of the total product
and services purchase price of $65,000.00. As a substantial deposit is committed
by Yapalot, the following will confirm the terms of the transaction:

1.     APPWERX shall provide YAPALOT a final finished software which shall
       provide for web based phone calls to be routed through a VoIP network.

1.     APPWERX agrees that the entire project duration shall not take longer
       than 12 weeks from today. Should the delivery time exceed this period a
       10% discount shall apply per weekly delay. Yapalot agrees not to unduly
       delay the APPWERX in it's development of the said project listed below.

1.     APPWERX shall provide the following functionality:

       o      Obtain audio input from user's PC microphone

       o      Send audio output to user's speakers

       o      Communicate with SQL backend database for user authentication and
              transaction purposes

       o      Send commands to an IP telephony gateway using protocols necessary
              (e.g. H.232)

       o      Support for web browsers; Netscape 4.08 or higher and Microsoft
              Internet Explorer 4.01 or higher on Windows platforms

       o      Quick and easy download of Applet aprox. 500K to allow users to
              communicate and connect to the IP telephony gateway from their PC.

       o      Phone book support

       o      Easy Dialing

       o      Correct DTMF support

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1.     APPWERX will at the end of the project present YAPALOT with a finished
       software package and source code information. YAPALOT will own the source
       code and the rights to the program. APPWERX will not receive any further
       compensation for this program. APPWERX may not sell or distribute this
       program at any time without the prior written consent of YAPALOT. APPWERX
       is not precluded from further development with the H.232 protocol.
       YAPALOT agrees to the purchase price of the Java Applet/Program and will
       be remitting payment on the following terms:

       a.     20% paid as a deposit herewith

       a.     20% paid on the date of the delivery of a fully functional APPLET
              without graphical interface

       a.     20% paid upon delivery of graphical interface

       a.     40% paid upon 30 days from completion and final delivery.

The foregoing the final list of the terms and conditions of the Java Applet
program made by YAPALOT. Upon your confirmation with our offices of your receipt
of these funds and APPWERX's corresponding consent to these provisions, we will
consider these terms final and binding. If APPWEX is not in agreement with the
terms of sale, please advise us forthwith and return the deposit to our offices
pending resolution of same.

Should you have any questions or comments regarding the forgoing, please feel
free to contact the undersigned at your convenience. Looking forward to hearing
from you, I remain,

Yours very truly           Your acceptance /s/ John J. Bekto Date June 5/2000
                                          ------------------      ------------
                           Print Name John J. Bekto
                                     -----------------------------------------
/s/ Yuval Barzakay
-------------------
Yuval Barzakay
President and CEO



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