EXHIBIT C

                        VIVID SYSTEM TEST ACCEPTANCE PLAN

1. Create 420 active calls through the VIVID System using the call
   agent simulator.
2. Show successful origination of 60 calls utilizing G.711.
3. Show appropriate failure of 481st call using the call agent
   simulator.
4. Disconnect 60 calls.  Reconnect 60 calls utilizing G.723.
5. Disconnect and reconnect 480 calls - 420 simulated and 60
   actual.  Show no memory loss.
6. Show concurrent transmission of DOCSIS data during 60 active
   calls
7. Connect 60 calls successfully within 30 seconds (i.e., a rate
   of at least 2 calls per second).
8. Show transmission of fax data over call using G.723 codec -
   this should cause an automatic switch to G.711.
9. Prove concept of utilization of V5.2 class features specified
   in the Company's documentation using the call agent simulator.
10.Show interoperability between the VIVID System on one V5.2
   switch.
11.The gateway component of the VIVID System shall have been
   redesigned prior to September 30, 2000 to include and incorporate
   only the Company's internally developed technology and not any
   "Joint Development" (as defined in the agreement dated as of March
   31, 1999, between the Company and Internet Telecom Ltd.) or other
   technology licensed from third parties.
12.The cable modem component of the VIVID System shall have
   been redesigned prior to September 30, 2000 to not include or
   incorporate any "Joint Development" (as defined above).