EXHIBIT 10.11 BUSINESS COOPERATION AGREEMENT BETWEEN HARRISON, CLAUDIA,
MIEVEST, AND PERRERIA ASSOCIATES.
THIS BUSINESS COOPERATION AGREEMENT BCA is made and entered into by and between
Xxxxxxxx Digicom, Inc., is a Nevada Corporation, and subsidiaries NASDAQ/OTC
symbol XXXX whose address is 0000 Xxxxxxxx Xxxxxx, Xxxxx 0-000X Xxxxx Xxxx,
Xxxxxxxxxx 00000 hereinafter referred to as First Party or Xxxxxxxx Digicom or
XXXX; and
Xxxxxxx Security Systems, Ltd. whose address is Magdaleena #3, Xxxxxxx, 00000,
Xxxxxxx hereafter referred to as Second Party or CSS; and
Meivest Corporation, whose address is 00 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxx
X0X 0X0 Xxxxxx, hereafter referred to as Third Party or Consultant; and
Xxxxxxxx Xxxxxxxx and Associates whose address is: 000-00 00xx Xxxxxx, Xxxxxxxx
XX 00000 hereafter referred to as Fourth Party or Consultant ;
hereinafter collectively referred to as the BCA Partners.
WITNESSETH:
The BCA Partners herein are desirous to conduct a business operation together
and it is agreed by the BCA Partners herein that the most desirous form of
agreement for conducting the business operation is by and through a business
cooperation agreement under the laws of the United States of America and shall
abide by all laws in other countries where both BCA Partners agree herein to
operate.
WHEREAS, the BCA Partners herein are desirous to keep their separate identity,
however, through this business cooperation agreement coordinate together to
strengthen their overall position in the business community; and
WHEREAS, the First Party has be responsible for approved project funding and
managing director of this agreement and shall make available the complete
"XXXX" of products and services for marketing as the contribution to a business
enterprise for 80% ownership in all project approved in through this BCA; and
WHEREAS, the Second Party has special abilities and experience in sales,
marketing, installing and operating secure communication systems worldwide and
is desirous of entering into this agreement with Xxxxxxxx Digicom, Inc. and
agreed to represent XXXX as managing country Director as per agreed on each
approved and funded and shall own 10% of all projects approved and funded
through this BCA; and
WHEREAS, the Third and Fourth is desirous of entering into this agreement with
Xxxxxxxx Digicom, Inc. and agreed to represent XXXX as needed in a consultant
role as per agreed and shall own 10% of all projects approved and funded
through this BCA
WHEREAS, the BCA Partners have heretofore begun the operation of a business
enterprise under the terms, conditions, and covenants of this BCA Agreement;
and
WHEREAS, it is the intention of the BCA Partners that this Agreement shall
supersede and replace any and all prior agreements of the BCA Partners, whether
oral or written; and
WHEREAS, each Partner represents and warrants that he is acquiring his interest
in the business cooperation for his own account, for investment, and/or for
further sale or distribution thereof; and
WHEREAS, it is the desire of the BCA Partners to define and set out their
relationship in writing and the circumstances under which they are operating,
as of the date of this Agreement; and
NOW THEREFORE, in consideration of the mutual terms, conditions, and covenants
hereinabove and hereinafter contained, the BCA Partners agree as follows:
ARTICLE 1
ORGANIZATION
Term. The BCA shall commence on the date of the last signature and this
agreement shall continue and remain in full force and effect until all the
purposes for which this venture has been undertaken have been accomplished and
completed or until terminated by mutual written agreement of the BCA Partners
herein.
Voting. Any reference herein to required numbers of business cooperation
interests necessary to take certain actions shall be deemed to include only
such interest of joint BCA Partners who are then entitled to vote pursuant to
the terms of this Agreement.
Fiscal Year and Accounting Method. The fiscal year of the BCA shall begin on
1st day of January and end on the 31 day of December each year. The accounting
method shall be on a accrual method or as required by CFO of the first party of
this agreement.
The BCA Partners under which the BCA shall be authorized to do business as;
AirTel USA, BCA Partner of AirTel USA and wholly owned subsidiary Xxxxxxxx
Digicom, Inc. (hereinafter referred to as the Business or business).
Documents. The BCA Partners agree to execute any and all documents necessary
to carry out the terms, conditions, and intent of this agreement.
ARTICLE 2
OBJECT AND PURPOSE
Object and Purpose. The BCA is being created for, and shall have the power to
accomplish, the following objects and purposes:
To form and carry on this BCA pursuant to the Laws of the United States of
America and host nation of any venture. To begin, expand, increase, establish,
and carry on the BCA business of developing business opportunities for profit,
specifically to fund the operating capital needed for Communications systems,
services and product for the Country of : Estonia and other Nations as approved
by the management committee. To administer the BCA business through the efforts
of the Management Committee (Article 3):
In general, to do and perform everything which may be necessary, advisable,
incidental, suitable or proper for the conduct of (i) The BCA; and (ii) The
BCAs business; and (iii) To carry out any and all such other activities as may
be necessary to the business of the business cooperation. Authority: The BCA
Partners herein have agreed that the authority as pertaining to this agreement
shall be as follows:
There shall be one agreement working collectively but also separately, i.e.,
(i) this agreement shall be the authority for the BCA; and (ii) an agreement s
required by each business opportunity to comply with the host nation under the
guidelines of this BCA.
This Agreement shall be the authority as pertaining to the Members and/or the
BCA partner Interest during the establishment of each venture; and This
Agreement shall be the authority as pertaining to all aspects of the Business,
i.e. the policy and procedure agreement spells out, but is not limited to, (i)
Methods of operations; (ii) of the Compensation; (iii) Disposition of the
business, and (iv) Other covenants pertaining to the business in the
territories (v) authority to open bank accounts, or any other such financial
needs of the agreement. This agreement shall be a working document and shall be
assembled during the normal operations of business by the senior management of
each business venture. The agreement shall be made available to the BCA
Partners of this agreement and shall be reviewed annually by the management
committee of this business cooperation .
ARTICLE 3
MANAGEMENT COMMITTEE
All the BCA Partners hereby constitute and appoint as Management Committee of
the Business the following persons: This Management Committee shall act as a
Board level management group to oversee final decisions that could impact this
agreement. This committee shall have authority over all BCA Partners involved
in this business cooperation .
Xxxxxxxx Digicom, Inc. as part to the First Party, and shall have the rights to
select two persons. Xxxxxxxx Digicom, Inc. shall have the responsibility to
coordinate the funding required to support each approved opportunity. Part to
the Second, Third and Fourth Party shall have the rights to select two persons,
and shall be the operating manager to oversee the international field
operations and sales/marketing, installation for this business cooperation .
Both BCA Partners shall be responsible to the other to act in their best
interest and report any major changes that could effect this agreement in any
material way. All BCA Partners shall have full authority to act on behalf of
both BCA Partners in normal daily operations and report to the committee on a
monthly or quarterly basis. The second party shall be responsible for full
operations of normal daily sales and marketing of services. The Management
Committee agree to devote their services with agreed fees as hereinafter
provided.
The duties and obligations of the Business Management Committee are as follows:
To manage the business lawfully and in such a manner as to be profitable; To
maintain the books and records of the business and any and all other covenants
of this agreement; To perform all normal administrative acts; To open and
maintain bank accounts for the business, to pay obligations of the business,
collect obligations owed to the business and compromise claims on said
collections; To notify BCA Partners of any material changes in the business
that would effect this Agreement; To obtain, pay the cost from the business
funds for preparation, and timely file any necessary tax returns or
informational filings for the business and to furnish copies of Xxxxxxxx
Digicom, Inc. to all joint BCA Partners; To maintain insurance against
liabilities, including insurance on any Real Property, as agreed upon between
the BCA Partners herein; To employ accountants, legal counsel, managers, or
other consultants to perform services for the business and to compensate such
employed persons from business funds; To determine and assess from time to
time, as needed, additional required cash contributions necessary or convenient
to fulfill the objects and purposes of the BCA and to set the time within which
such contributions must be paid; All decisions, including, but not limited to,
purchase of assets by the BCA, any loan or other obligation to be undertaken by
the business cooperation, shall require the approval of all of the Management
Committee; Distributions of any profits of the business cooperation during the
term of its existence shall be made at such times as the Management Committee
shall agree hereafter. The Management Committee shall have full and complete
irrevocable authority, insofar as third persons are concerned, as the
attorney-in-fact for the business and for each of the BCA Partners to execute
and deliver any and all contracts, listing contracts, purchase contracts,
letters of credit, bills of laden, leases, notes, deeds of trust, mortgages,
deeds, any evidence of indebtedness or security, settlement statements, closing
documents, settlement or compromise agreements, assignments, specifically
including but not limited to those relating to the BCA business and to buy,
sell, or convert to the use of the BCA, as the case may be and to execute all
documents, relating thereto which the Management Committee in their sole
discretion deem necessary or appropriate. A quorum for any meeting of the
Management Committee shall be the entire panel of four Management Committee.
However, in a dire emergency (i.e., an absolute now or never situation) a
quorum may be held with one member of each party, pending full approval by
complete quorum. The Management Committee shall keep a Business Meeting Binder.
The Second Party shall be appointed and act as secretary. All meetings,
without exception, of the Management Committee shall be recorded in written
minutes. All approved business, by the Management Committee, shall be in the
form of written resolutions. All written minutes of meetings, and all written
resolutions passes or denied shall be placed in the Business Meeting Binder
according to date, time and place.
ARTICLE 4
CAPITAL CONTRIBUTIONS OF THE JOINT BCA PARTNERS Initial
Capital Contribution. No parties shall be required to pay an initial capital
contribution into this BCA. Party of the First Part shall contribute all the
expertise to of the company to develop the communications systems for the
nation and make available the funding support required to consummate this
transaction. Party of the Second Party shall contribute their experience time
and effort to assist in a final agreement to be executed by Estonia to do the
secure communications systems. The Consultants shall continue to assist as
required to support this agreement. All BCA partners are responsible for their
own expenses unless pre approved in writing by the management committee.
Expenses. All expenses of the BCA and all expenses necessary to carry out the
objects and purpose of the business incurred, as defined in this Agreement,
shall be paid by BCA Partners separately unless otherwise agreed upon in
writing by the BCA Partners herein.
Interest on Capital. Borrowed funds after the initial contribution shall be
entitled to receive interest of seven percent per annum or as agreed by the
management committee on all funds financed under this business cooperation
agreement.
Right to Withdraw Capital. Either Party shall not be entitled to withdraw any
part or all of the initial capital contribution from the capital account
without Management Committee approval.
Notice Required Additional Contributions. The Management Committee shall give
notice of all Required Additional Contribution by Xxxxxxxx Digicom, Inc.
Xxxxxxxx Digicom, Inc. shall have thirty (30) days prior to the date for the
payment of the Required Additional Contribution to accept or decline, except in
the event of an emergency, in which case notice may be given within ten (10)
days prior to the date of payment. The notice shall state the amount and
purpose for which the contribution is required and the date and time upon which
it is to paid. If Xxxxxxxx Digicom, Inc. decline payment parties may seek other
avenues the handle such funding requirements within the guideline of this
agreement.
Non-Capital Contributions. Any Partner who shall make non capital
contributions to the business cooperation, items of equipment and/or personal
property shall set out these items in Schedule All which is attached hereto and
incorporated herein by reference, which shall, for the purposes of this
agreement, remain the sole property of the contributing Partner. Contributing
Partner shall have the right to withdraw his asset whenever deemed necessary,
with ten (10) day written notice to the other BCA Partners upon any type of
default.
ARTICLE 5
DEFAULT
Failure to Pay Initial Capital Contribution. Initial Capital is not required
in this agreement, default of initial capital would only occur if any BCA
partner fail to execute agreement and would be immediately excluded from this
agreement.
No Benefits to Third BCA Partners. While this Agreement may place an
obligation upon the Joint BCA Partners to make contributions as called for in
this BCA, nevertheless this Agreement is not intended to, and does not raise
any benefits for third BCA Partners who are not BCA Partners to it.
ARTICLE 6
ROYALTIES; NET INCOME AND LOSS
Profits/Net Income. Compensation from the business shall be in the form of
consultant fees, commissions, net income or any other type of revenue/income
achieved under this agreement paid to all BCA Partners shall be distributed as
per the following: 5% to each consultant, 10% to Xxxxxxx and the remaining 80%
of control and ownership shall remain with Xxxxxxxx Digicom, Inc. Net income
shall be defined as final dollars received for any approved business
opportunity/operation minus all approved cost associated with this business
cooperation under Generally Accepted Accounting Principles of the USA. All BCA
Partners will be required to take full responsibility separately and jointly
for the capital if for any reason business cooperation goes into default.
Net Income or Loss. This shall mean receipts derived from the conduct of the
BCA business, less expenses as ascertained through the application of generally
accepted accounting principles.
ARTICLE 7
LIABILITIES; INDEMNITY; VOTE - TIE BREAKING VOTE Liabilities of
the BCA Partners. During the existence of the BCA, none of the BCA Partners
shall be liable for any obligation of the other BCA Partners) created without
the express approval of all the Management Committee. Indemnity. The BCA
Partners herein mutually agree to indemnify each other and hold each other
harmless from: (i) loss or damage; and (ii) against any liability; and (iii) to
perform acts that will prevent financial injury or harm to the other. The BCA
Partners herein mutually agree to indemnify, protect, defend and hold each
other or their sub-agents harmless from and against any and all losses, costs,
expenses, damages, claims, obligations, liabilities, actions, suits, legal fees
and expenses without limitation, of any kind whatsoever which may be imposed
upon, incurred by, or asserted against the other, including but not limited to
third party, sub-agents, or transactions contemplated hereby. The foregoing
obligation of indemnities shall extend and survive the expiration, termination,
completion, transfer, renewal, or refusal to renew this agreement.
Abide by Vote - Tie Breaking Vote. All members of the Management Committee
agree to abide by the vote of the Management Committee. Each member of the
Management Committee shall have one vote. In the event of a tie vote between
the Management Committee, and the issue cannot be resolved, shall be current
acting Chairman of management committee shall have the tie breaking vote. Any
material change in this contract must have a unanimous vote to be passed.
Chairman position shall be held by Xxxxxxxx Digicom, Inc. Voting Right. Any
Managing Partner shall have the right to assign to another Managing Partner the
right to vote his Interest hereunder at any meeting of the Management
Committee. Such assignment shall be in writing, shall be executed prior to
the time of any meeting at which such assigned right to vote may be exercised
and shall be deposited with the Management Committee at the time of the
meeting.
ARTICLE 8
REPRESENTATIONS AND WARRANTIES OF THE BCA PARTNERS 8.1 The BCA
Partners herein represent and warrant that there are no suits, judgments, or
liens, of any kind, pending or filed against them, whether individually or in
conjunction with any person or entity, in any jurisdiction whatsoever.
ARTICLE 9
DISSOLUTION and TERMINATION
Terminating Events. In the event: (i) the withdrawal or bankruptcy of a BCA in
any specific opportunity; (ii) or other event; which, under applicable law,
requires a termination of the BCA (hereinafter referred to as a "Terminating
Event"), this BCA shall immediately be dissolved.
Bankruptcy. For purposes of this Agreement, a bankruptcy of a BCA entity shall
be deemed to occur when such BCA operation/entity files a petition in
bankruptcy, or involuntarily takes advantage of any bankruptcy or insolvency
law, or is adjudicated a bankrupt, or if a petition or answer is filed
proposing the adjudication of such BCA as a bankrupt and such BCA either
consents to the filing thereof or such petition or answer is not discharged or
denied prior to the expiration of 60 days from the date of such filing; and the
insolvency of a BCA shall be deemed to occur when such BCA's assets are
insufficient to pay its liabilities as they come due, and the BCA shall so
admit by action or notice to the BCA. If a Terminating Event shall occur, in
addition to any other rights and remedies granted hereunder, the remaining BCA
Partners (pro rata among themselves in proportion to their respective Interests
as of the date of the Terminating Event, or in such other percentages as they
shall agree upon) shall have a first option to purchase and acquire, and the
BCA, or (his/its) successor interest, who has caused the Terminating Event
(hereinafter referred to as the Terminating Party) shall have the obligation to
sell the Terminating Party's Interest in the BCA, which option shall be
exercised by written notice to the Terminating Party within 60 days after the
Management Committee shall be notified in writing of the occurrence of a
Terminating Event. If such option is exercised, the remaining BCA Partners and
the Terminating Party shall use their best efforts to agree upon a purchase
price for such Interest, and the terms of payment thereof. If the BCA Partners
are unable to agree upon a purchase price and terms of payment within 90 days
after the exercise of the option, the remaining BCA Partners shall have an
additional ten (10) days thereafter within which to withdraw his/their election
to exercise. If such election is withdrawn, or if the option is not exercised
in the first instance, the affairs of the BCA shall be liquidated under the
supervision of the liquidating trustee, and the BCA assets distributed as
provided hereafter. In the event, however, that such election is not
withdrawn, then the remaining BCA Partners shall have the right to purchase the
Terminating BCA Partners Interest for an amount equal to all initial and
Additional required Contributions, less ten (10%) per cent which have actually
been paid by the Terminating BCA.
Additional Terminating Events. In addition to the other provisions for the
termination and dissolution of this BCA or operating entity which are set forth
above, the Partners may be dissolved and terminated upon the vote of BCA
Partners owing 100% of the Interest in the BCA, and shall be dissolved and
terminated.
Liquidating Trustee. In the event of dissolution and termination of the
Partners, a financial statement shall be prepared and furnished to each of the
BCA Partners within a reasonable time after dissolution. The Management
Committee shall act as liquidating trustee. If a Managing Partner has been the
cause of dissolution, died, dissolved, or suffered a legal incapacity or
bankruptcy, then only the remaining Management Committee (i.e., excluding the
partners who was the cause) shall act as liquidating trustee. The liquidation
of the BCA assets, the discharge of creditors' claims and distribution of the
assets. The liquidating trustee shall be indemnified and held harmless by the
BCA from and against any and all claims, demands, liabilities, costs, damages,
and causes of action of any nature whatsoever, arising out of or incidental to
the liquidating trustee's taking any action authorized under, or within the
scope of, this Section; provided, however, the liquidating trustee shall not be
entitled to indemnification hereunder where the claim at issue arose out of: A
matter entirely unrelated to the liquidating trustee's acting under the
provisions of this Section; The proven gross negligence or willful misconduct
of the liquidating trustee; or The proven breach by the liquidating trustee of
(his/their) obligations under this Section. The indemnification rights herein
contained shall be cumulative of, and in addition to, any and all other rights,
remedies and recourses to which the liquidating trustee shall be entitled, at
law or in equity. The liquidating trustee shall be entitled to compensation for
their services in an Xxxxxxxx Digicom, Inc. commensurate with that paid
fiduciaries in the closest Metropolitan area in that State or territory.
ARTICLE 10
DEATH OR INCAPACITY OF A PARTNER
Death of a Partner. The death or legal incapacity of a Partner shall not
dissolve or terminate this BCA.
Rights and Obligations of Successors in Interest. A person shall automatically
lose his status of Partner upon his death of legal incapacity. His right to
share in incomes and losses and distributions of assets shall devolve upon his
personal representative. The estate of successor in interest of the deceased
or incapacitated Partner shall be liable for all his obligations under this
Agreement. A personal representative or successor shall automatically become a
Partner. In case of default in respect to obligations of this Agreement, a
Partner Interest in the hands of a personal representative or successor shall
be subject to the provisions of Article 5 in the Xxxxxxxx Digicom, Inc. manner
as any other Partner Interest.
Joint Tenancy. In cases where a Partner Interest is held in joint tenancy and
a joint tenant dies, such interest shall pass in its entirety to the surviving
joint tenant, together with all the rights and obligations appurtenant to such
interest. Before exercising, in his or her sole Xxxxxxxx Digicom, Inc., any of
the rights of a Partner, the surviving joint tenant shall give notice of the
death to the Management Committee. Proof of death, in the form of a death
certificate, shall be included as part of such notice. Upon notice and proof of
death of a Partner, the Management Committee shall cause the BCA books to be
amended so as to reflect the surviving joint tenant as owner of the Interest
and as Venturer in his or her sole name.
ARTICLE 11
MISCELLANEOUS
Power of Attorney. The BCA Partners agree that they shall execute, if
necessary, a Special Power of Attorney for recording, pertaining to the
authority of the Management Committee as herein set forth. Notices. All
notices under this Agreement shall be in writing and be deemed delivered upon
receipt. Unless delivered personally, all notices shall be given by certified
mail, postage prepaid, return receipt requested. Notices to the Management
Committee or to the Partner shall be delivered at, or mailed to the principal
place of business of the Partner. Notices to other BCA Partners shall be
delivered to such Partner, or mailed to the last address furnished by him for
such purposes to the Management Committee. BCA Partners shall give notice of a
change of address to the Management Committee in the manner provided in this
Article. In addition to the above, if any Partner shall have secured or
encumbered his BCA Interest in accordance with the provisions hereof, and the
lender shall have furnished the BCA with its name and address, then, the lender
shall be entitled to receive copies (at the same time and in same manner) of
all notices given or sent to such Partner, including notices of Required
Additional Contributions.
Amendments. This amendment, in the form of an "Addendum", if in writing and
only by the consent of 100% (one hundred percent) of the Management Committee.
An Addendum shall be proposed by the Management Committee. Following such
proposal, the proposed Addendum shall be submitted to the full panel of
Management Committee for a vote. A record of the proposed addendum (approved
or denied) shall be placed in the Management Committee Business Meeting Binder.
Interpretation. When the context in which words are used in this Agreement
indicates that such is the intent, words in the singular number shall include
the plural and vice versa, and words in the masculine gender shall include the
feminine or neuter, and vice versa.
Section Headings. Section headings in no way define, limit, extend or
interpret the scope of this Agreement or any particular article. Separability.
If any provision of this Agreement is or becomes invalid, illegal,
unenforceable in any jurisdiction, such provision shall be deemed amended to
conform to applicable laws so as to be valid and enforceable or, if it cannot
be so amended without and enforceable or, of it cannot be so amended without
materially altering the intention of the BCA Partners, it shall be stricken and
the remainder of this Agreement shall remain in full force and effect.
Agreement in Counterparts. This Agreement may be executed in several
counterparts, and as executed shall constitute one Agreement, binding on all of
the BCA Partners hereto, notwithstanding that all the BCA Partners are not
signatory to the original or the same counterpart.
Tax Liability. Any tax liability incurred by this agreement shall be placed in
an escrow account and paid in accordance with the laws controlling this
agreement. The BCA Partners herein agree to file separately and corporately
any and all necessary tax documents in connection with moneys received as a
result of the implementation of this agreement.
Waiver. No waiver of any right under this Agreement shall be deemed effective
unless contained in a writing signed by the BCA Partners charged with such
waiver, and no waiver of any right arising from any breach or failure to
perform shall be deemed to be a waiver of any future right or of any other
right arising under this Agreement.
Entire Agreement. This instrument contains the entire agreement of the BCA
Partners with respect to the subject matter hereof, and the terms, conditions,
and covenants thereof may not be further modified except as outlined in this
Agreement.
Service of Process. Unless specifically disallowed by law, should litigation
arise hereunder, service of process therefore may be obtained through certified
mail, return receipt requested, the BCA Partners hereto waiving any and all
rights they may have to object to the method by which service was perfected.
Non-Disclosure. The BCA Partners herein mutually agree not to divulge
disclose, communicate to any person, firm or corporation, at any time, either
directly or indirectly in any form or manner whatsoever, any confidential,
material, or operational information concerning the business of the other.
Non-Circumvention. The BCA Partners herein mutually agree that no attempt will
be made to circumvent the other party. The penalty for circumvention shall be
the loss of all income, commissions, profits, benefits, or any other thing of
value to which the principal committing or permitting such circumvention shall
be entitled until full restitution has been made to the injured party.
Initials. this agreement shall not be valid and enforceable unless it is
properly executed by the BCA Partners herein and their initials affixed to each
page and made a part hereof, except for the signatory and notary pages.
IN WITNESS WHEREOF, we have hereunto affixed our signatures as of the date and
year as appearing after our signatures.
Xxxxxxxx Digicom, Inc.
Party of the First Part:
/s/XXXX X. XXXX
President/CEO Xxxxxxxx Digicom
Party of the Second Part:
/s/ANDROS NURGA
Chairman Xxxxxxx Security Systems, Ltd.
Party of the Third Part:
/s/XXXXX XXXXXX
Meivest Corporation
Party of the Fourth Part:
/s/XXXXXXXX XXXXXXXX
Xxxxxxxx Xxxxxxxx and Associates
Date: 12-15-98
Appendix A: Summary of Airtel USA, and business overview for Estonia. AirTel
USA
AirTel USA, Inc. is a Wyoming Corporation and the marketing arm of Xxxxxxxx
Digicom, Inc. in the development of international communications infrastructure
opportunities. The AirTel Estonia project will involve the development of a
national secure wireless communications infrastructure in Estonia. The project
includes an advance wireless communications network in a Business Cooperation
Contract (BCC)/ Joint Venture or other relationship with the Nation Estonia. A
long term contractual relationship with the nation to allow AirTel USA to
develop and operate the system in concert with potential strategic partners
such as Lucent Technologies/Xxxx Labs, Motorola and Qualcomm. AirTel USA start
with a requested to review a secure communication system for a Estonia and work
towards other communications opportunities with the Nation. Xxxxxxxx Digicom
will also present a mobile communications/medical systems for disaster
recovery and control. AIRTEL USA, INC. has a strong and reputable force in the
ever emerging market for advanced wireless services, with particular emphases
on the Nation's neglected rural areas. Overview of AirTel - Estonia Project
Introduction
The AirTel * Estonia project represents a plan to establish a modern
telecommunications network that will provide telecommunications services to all
the people of Estonia, from the remote rural areas, through the Urban areas and
to the Sea and islands. AirTel * Estonia hopes to be a key component of the
Government's development activities to upgrade the social, economic and
environmental status of the nation. The establishment of an effective
telecommunications infrastructure is seen as a critical factor in national
development so as to attract investment, create employment opportunities and
stimulate the local economy and complete the deployment of the secure system
currently in place. AirTel * Estonia propose to establish a modern, full
service telecommunications network in Estonia offering local access (PSTN)
services through WLL (Wireless Local Loop) and wireline cable, mobile services
through PCS (Personal Communications Services) and TRS (Trunked Radio
Services). The project will introduce the latest CDMA, TDMA, and satellite
telecommunication technologies in Estonia.
AirTel * Estonia proposes to serve the following principal sectors: 1. In the
delta areas where there are towns and crowded cities CDMA technology for PCS
and WLL will be utilized.
2. The mountains, coasts, islands, and rural use TDMA technology for TRS in
VHF, UHF bandwidth, which can cover the territory with a radius of typically
150Km.
3. In the open sea with coverage radius extending over 150Km AirTel * Estonia
intends to provide telecommunications system through the Globalstar
low-altitude satellite system.
4. The mountains, the farthest rural and urban areas, and the oil exploitation
will use VINASAT for their communications.
5. With regard to the telecommunications manufacturing industry, AirTel *
VianrUS will ensure local technical logistics for this project with:
Production and assembly of terminal equipment Solar power systems Dry
batteries, and Other infra-structural accessories (e.g., lightning protection
equipment, UPS, etc.) It is planned that AirTel * Estonia will provide an
increase ratio of telephones per person, including wireless local loop,
wireline, PCS, and TRS connections over a 10-year period. Additionally, the
project will introduce services into rural areas of Estonia by the use of rural
telecommunications and satellites.
Being a new entrant, AirTel * Estonia will be able to develop its own modern
culture and practice and will seek to achieve higher levels of productivity and
lower operating costs.
AirTel * Estonia will make extensive use of leading edge wireless based
systems. By deploying the latest technologies, such as CDMA, TDMA and
satellite acquired through strategic supplier alliances, AirTel * Estonia seek
to achieve higher system capacities and lower cost structures than other
operators have been able to achieve in the region Underpinning AirTel *
Estonia's advanced Wireless Local Loop infrastructure will be a modern core
network utilizing the latest switching, transmission and management
arhitectures as well as a communications intelligence system for the purpose of
security monitoring and surveillance.
In addition, the infrastructure development of AirTel * Estonia will indirectly
support improvements in social conditions by giving better access to other
areas and community resources such as health, education and cultural
development. In particular, there are many villages where the effects of
natural disasters can be reduced by improved telecommunications while more
timely access to emergency aid through improved communications will
significantly enhance the social welfare of these communities. Also, the
AirTel * Estonia wireless telecommunications network will be one of the most
appropriate means for communication during disaster recovery period. AirTel *
Estonia will introduce rationalized and modern management procedures and
structures to facilitate the construction of a world class operation, whilst
ensuring that a responsive customer focus is maintained. It is intended that
AirTel * Estonia will implement performance indicators that measure their
compliance with industry standards.
The installation of the network will be under the control of AirTel * Estonia
and its Estoniaese partners, with systems and component supply from major
suppliers. Preference will be given to suppliers who give undertaking to the
Government to set up operations in Estonia for the manufacture, construction
and installation of telecommunications networks, including their maintenance
and support.
Xxxxxxxx Digicom, Inc. A NASDAQ/OTC Company XXXX
1st _______ 2nd ________ 3rd _________ 4th ________
