EXHIBIT 10.34
AGREEMENT
THIS AGREEMENT ("Agreement") is entered into and effective as of
December 15, 1999, by and between NETVOICE CORPORATION ("NetVoice"), a
Nevada corporation, and LANDMARK COMMUNITY NEWSPAPERS, INC. ("Landmark"),
a Virginia corporation.
RECITALS:
A. NetVoice is a provider of Internet services and maintains as
Internet network.
B. Landmark is a provider of print and electronic information and is
involved in a wide array of communications services.
C. NetVoice desires to provide compensation to Landmark for
promotional activities by Landmark, under the terms and conditions of this
Agreement.
AGREEMENT:
NOW THEREFORE, the parties hereby agree as follows:
1. INTERNET ACCESS; PRICING.
1.1 LOCAL ACCESS. NetVoice shall provide, in the "Markets" (as
defined in Section 6), Internet access, e-mail, unified messaging and web
hosting, via a local telephone number as further described on Exhibit A
hereto in a manner consistent with industry standards ("Internet Access")
to customers who subscribe with NetVoice for such Internet access
("Customers"). NetVoice shall not subcontract that portion of the
provision of Internet Access that involves dial-up access, including since
involving modems and servers, for any Internet Access in the Markets.
1.2 PRICING. Landmark shall set the pricing for all Internet
Access provided by NetVoice in each Market ("Price for Access"), and the
Price for Access may vary in all or some of the Markets. Landmark shall
give NetVoice notice 45 days prior to the first day of the month in which
Landmark desires a change in any Price for Access ("Price Change Date"),
which change shall be effected by NetVoice upon the Price Change Date.
NetVoice shall not enter into any contracts with Customers for a term
greater than one year, and in the case of any such contracts that have a
term greater than one month, NetVoice shall not increase any Price for
Access during the term of such contract but, in the event of a decrease by
Landmark in the Price for Access, shall decrease the Price for Access on
the Price Change Date if Landmark so requests.
2. PAYMENT TO LANDMARK.
2.1 NETVOICE PAYMENT TO LANDMARK. For each Customer to whom
NetVoice provides Internet Access in the Markets, NetVoice will pay to
Landmark a fee per month Customer equal to the amount by which the Price
for Access exceeds $12.95 ("Fees"), which Fees shall be paid to Landmark by
the 15th day of each month for all Customers for the immediately preceding
month. In the event of a discontinuance of a Customer's Internet Access,
if NetVoice pro-rates the amount due from Customer for the remaining term
of Customer's contract with NetVoice, Landmark's Fees shall be pro-rated
according to the pro-ration by NetVoice of the amount due NetVoice from
Customer.
2.2 RIGHT TO AUDIT. Along with the payment described in Section
2.1, NetVoice shall provide to Landmark a report setting forth the number
of Customers as well as the number that subscribed or canceled their
subscription for the month to which such payment pertains. Landmark shall
have the right to review the books and records of NetVoice which pertain to
the Fees and the Customers to verify the accuracy of such reports during
normal business hours and with five days prior notice. Landmark shall be
responsible for all costs of each such audit except, in the event the
payments to Landmark are determined by the audit to be deficient by 5%,
NetVoice shall pay all audit costs and all additional amounts determined by
the audit to be due to Landmark.
2.3 VoIP SERVICE. During the Term, NetVoice shall provide to
Landmark offices that are participating in the promotion of Internet
Access, free of charge, Voice over Internet Protocol ("VoIP") service
between such Landmark offices, enabling all such Landmark offices to make
unlimited long-distance telephone calls (including, facsimile transmissions
and long-distance service as requested) free of charge through NetVoice's
VoIP service systems.
3. PROMOTION OF INTERNET ACCESS. Landmark shall actively promote
the Internet Access through its print (and in Landmark's sole discretion,
electronic) publications in the Markets ("Promotion"). The method and
frequency of such Promotion shall be in the sole discretion of Landmark.
4. LICENSE.
4.1 LICENSE TO MARKS. Subject to the terms and conditions of
this Agreement, NetVoice hereby granted to Landmark, during the Term, a
non-exclusive, nonassignable, nonsublicensable, nontransferable, royalty-free
license to use, reproduce and display the NetVoice name, logo and other
distinctive brand features of NetVoice ("Marks") used in connection
with the Promotion.
4.2 GOODWILL. Landmark shall not display or use the Marks in
any manner which denigrates the Marks, NetVoice or its affiliates.
Landmark acknowledges that particular and substantial goodwill is
associated with the Marks as well as the name "NetVoice" and its related
-2-
corporate names and trademarks. Landmark shall not jeopardize or damage
such goodwill, and any goodwill relating to NetVoice or the Marks shall
accrue to the benefit of NetVoice.
4.3 TERMINATION OF USE. Landmark acknowledges NetVoice's
exclusive right, title and interest in and to the Marks and has not and
shall not at any time in the future do or cause to be done any act or thing
contesting or in any way impairing any such right, title or interest or
portion in the Marks or registration thereof, and Landmark acknowledges
that use of the Marks shall not create in Landmark's favor any right, title
or interest in or to the Marks, but all uses of the Marks shall inure to
the benefit of NetVoice.
4.4 COPIES OF ADVERTISEMENTS. Landmark shall provide to
NetVoice a copy of each advertisement that Landmark may place in any of
Landmark's publications in connection with the Promotion within 10 days of
the date of such advertisement is published.
5. TERM; TERMINATION OF INTERNET ACCESS.
5.1. TERM. The term of this Agreement ("Term") shall commence
on the date hereof and, unless sooner terminate as provided in Section 12,
shall continue until 90 days after the date either party gives notice to
the other of termination of this Agreement.
5.2 TERMINATION OF INTERNET ACCESS. In the event of termination
of this Agreement, NetVoice shall give all Customers 30 days prior written
notice of cancellation of Internet Access. No Customer's Internet Access
shall be terminated with less than 30 days prior written notice unless such
Customer is otherwise in default of its obligations to NetVoice pursuant to
such Customer's subscription for Internet Access.
6. MARKETS; PHASE-IN. NetVoice shall provide Internet Access to
Customers in the counties served by publications owned by Landmark or its
affiliates ("Markets") and within the time frames described on Exhibit B.
Additional Markets may be added by mutual agreement of the parties upon the
same terms and conditions contained in this Agreement.
7. SIMULTANEOUS ACCESS. Beginning with initiation of Internet
Access in each Market and continuing throughout the Term, NetVoice shall
install, operate and maintain a system of service for the Internet Access
that allows simultaneous Internet Access to the number of Customers in a
particular Market set forth in Exhibit C attached hereto.
8. BILLING, CUSTOMER SERVICE; START-UP MATERIALS.
8.1 MARKETING; BILLING; COLLECTION. Except as provided in
Section 3, NetVoice shall market and sell Internet Access to Customers
within the Markets and shall be responsible for all billing, collecting,
technical support and customer service in addition to its other obligations
under this Agreement. NetVoice shall not disclose Landmark's involvement
in the
-3-
Promotion and shall have no right to use Landmark's name, trademarks, trade
names or logos or those of any Landmark affiliate in any manner or under
any circumstances.
8.2 START-UP MATERIALS. NetVoice shall provide, at NetVoice's
sole cost and expense, to each Customer upon such Customer's subscription
for Internet Access (a) assistance with downloading online the necessary
software applications to obtain Internet Access or (b) a start-up kit which
kit shall include the set-up software applications on a CD ROM or diskette,
depending on the particular Customer's installation method of choice, and
other materials necessary for such Customer to obtain Internet Access on
such Customer's personal computer.
9. NONSOLICITATION OF EMPLOYEES. Neither party shall, during the
Term and for a period of one year from the termination of this Agreement,
directly or indirectly, individually or on behalf of any other person or
entity, (a) entice or induce any employee of the other party or an
affiliate of the other party to leave the employment of the other party or
an affiliate of the other party to work with the soliciting party or an
affiliate of the soliciting party, or (b) in any way interfere with the
relationship between the other party and any employee of the other party or
an affiliate of the other party.
10. REPRESENTATIONS AND WARRANTIES OF NETVOICE.
10.1 OWNERSHIP OF MARKS. NetVoice owns all of the rights, title
and interest in and to the Marks free of all liens, security interests,
encumbrances and other adverse claims and has the right to use the Marks
without payment to any third party. The Marks have not been, nor are they
now, involved in any opposition, invalidation or infringement action and no
such action is threatened against the Marks. The Marks do not infringe nor
are they alleged to infringe on any trade name, trademark or service xxxx
of any third party, nor is there any potentially interfering trademark or
trademark application of any third party.
10.2. CORPORATE EXISTENCE. NetVoice is a corporation which is
duly organized and validly existing and in good standing under the laws of
the state of Nevada.
10.3 AUTHORITY. NetVoice has the requisite corporate power and
capacity to enter into this Agreement and to carry out and perform its
obligations under the terms of this Agreement and to consummate the
transactions contemplated thereby.
10.4 ABILITY TO PERFORM. NetVoice has all necessary skills and
facilities to perform all of its obligations under this Agreement.
10.5 COMPLIANCE WITH LAWS. NetVoice has complied and will
comply, in all material respects, with all laws, decrees, rules,
regulations, orders, ordinances, actions and requests of all federal, state
and governmental bodies and courts applicable to NetVoice in performing its
obligations hereunder.
-4-
11. REPRESENTATIONS AND WARRANTIES OF LANDMARK.
11.1 CORPORATE EXISTENCE. Landmark is a corporation which is
duly organized and validly existing and in good standing under the laws of
the state of Virginia.
11.2 AUTHORITY. Landmark has the requisite corporate power and
capacity to enter into this Agreement and to carry out and perform its
obligations under the terms of this Agreement and to consummate the
transactions contemplated thereby.
11.3 COMPLIANCE WITH LAWS. Landmark has complied and will
comply, in all material respects, will all laws, decrees, rules,
regulations, orders, ordinances, actions and requests of all federal, state
and governmental bodies and courts applicable to Landmark in performing its
obligations hereunder.
12. TERMINATION. Either party shall have the right to terminate this
Agreement without further obligation of any party (except for the rights
and obligations under Sections 2.1, 2.2, 5.2, 9, 10, 11, 13, 15, and 16 and
except as provided below), upon a date 30 days after Notice to the other
party of the occurrence of any of the following events if the party
receiving Notice fails to cure the breach or failure within such 30-day period.
12.1 FAILURE TO PERFORM. Either party's material failure to
perform its obligations hereunder, including (a) NetVoice's failure to
provide Internet Access to the Customers and VoIP to Landmark under the
terms and conditions of this Agreement; or (b) Landmark's failure to
promote Internet Access in its print publications in the Markets as
described in Section 3.
12.2 BREACH OF REPRESENTATION OR WARRANTY. Any breach of any
representation or warranty made by either party in this Agreement.
12.3 INSOLVENCY. Either party's insolvency, the appointment of
a receiver for all or any part of either party's business, an assignment
for the benefit of creditors, or the commencement of any proceedings under
the applicable bankruptcy laws against either party if such proceedings are
unstayed for a period of 60 days after filing.
In the event the breach or failure described above involves a failure to
pay money hereunder, such 30 day period to cure shall be reduced to 10 days.
13. INDEMNIFICATION.
13.1 INDEMNIFICATION BY NETVOICE. NetVoice shall indemnify and
hold Landmark and its affiliates and their directors, officers, employees,
shareholders, agents, successors and permitted assigns harmless from and
against any and all claims, losses, orders, liabilities, debts,
obligations, costs, damages, deficiencies, actions, suits, proceedings,
demands, assessments, orders, judgments, writs, decrees, or other expenses,
including reasonable attorneys' fees, or diminution of value, whether or
not involving a third party claim, of any nature or of any kind
-5-
whatsoever, arising, directly or indirectly, out of or in any manner
connected with (a) any misrepresentation or breach or failure of any
representation or warranty of NetVoice hereunder, (b) the nonfulfillment of
any covenant, agreement or obligation of NetVoice hereunder, (c) the
provision by NetVoice of Internet Access, (d) any infringement by NetVoice
of any trademark (registered or common law) or patent, or (e) the use by
Landmark of the Marks.
13.2 INDEMNIFICATION BY LANDMARK. Landmark shall indemnify and
hold NetVoice and its affiliates and their directors, officers, employees,
shareholders, agents, successors and permitted assigns harmless from and
against any and all claims, losses, orders, liabilities, debts,
obligations, costs, damages, deficiencies, actions, suits, proceedings,
demands, assessments, orders, judgments, writs, decrees, or other expenses,
including reasonable attorneys' fees, or diminution of value, whether or
not involving a third party claim, of any nature or of any kind whatsoever,
arising, directly or indirectly, out of or in any manner connected with (a)
any misrepresentation or breach or failure of any representation or
warranty of Landmark hereunder, or (b) the nonfulfillment of any covenant,
agreement or obligation of Landmark hereunder.
14. SURVIVAL. The provisions of Sections 2.2, 5.2, 9, 10, 11, 13,
15, and 16 and the obligation to pay any amounts due Landmark under Section
2.1 shall survive the Term and termination of this Agreement.
15. MEDIATION; ARBITRATION.
15.1 PARTY MEDIATION. In the event there is a dispute between
the parties under this Agreement, the parties will attempt in good faith to
resolve the dispute promptly by mediation. Within 10 days after receipt of
Notice form the other party, the party receiving Notice shall submit to the
other party a written response. The response shall (a) describe the
specific facts and circumstances in reasonable detail regarding the dispute
and (b) give the name and title of the person who will represent the party
receiving Notice. The representatives of the parties shall each have the
authority to settle the dispute. The representative shall meet at a
mutually acceptable time and place within 20 days of the date of the
response of the party receiving Notice and thereafter as often as they
reasonably deem necessary to exchange relevant information and to attempt
to resolve the dispute.
15.2 ARBITRATION. If a dispute has not been resolved pursuant
to the mediation procedures outlined in Section 15.1 within 40 days of the
initiation of such procedure, or if either party will not participate in
the mediation, the dispute shall be exclusively determined, and the dispute
shall be settled, by arbitration in accordance with the American
Arbitration Association ("AAA") Commercial Arbitration Rules then in
effect, except as provided below in this Section 15.2. The arbitration
shall be conducted by one arbitrator, who shall be appointed by AAA from a
panel of at least 10 qualified arbitrators. Each party shall have the
right to strike three names from the panel proposed by the AAA. The
arbitrator is not empowered to award any damages, including punitive
damages, in excess of compensatory damages and each party hereby
irrevocably waives the right to receive any damages in excess of
compensatory damages. The parties shall furnish each other with the
originals or true copies of all books, records and other
-6-
documents in their possession which may be requested by the other party.
No additional discovery shall be permitted. Any decision or award of the
arbitrator shall be final and binding upon the parties. Judgment upon the
award rendered may be entered in any court having jurisdiction, or
application may be made to such court for a judicial acceptance of the
award or any order of enforcement, as the case may be. The arbitrator may
grant injunctive relief, including temporary, preliminary, permanent and
mandatory injunctive relief. The arbitrator is empowered to apportion the
costs and expenses of arbitration, including costs of investigation and
reasonable attorneys' fees, among the parties in such manner as the
arbitrator shall deem reasonable. In the conduct of the arbitration:
(a) Summaries of any expert testimony, along with copies of
all documents to be submitted as exhibits, shall be exchanged at least 10
days before the arbitration under procedures set up by the arbitrator.
(b) Each party's direct presentation at the arbitration
hearing shall be limited to a maximum of five hours, and the hearing shall
be completed within a maximum of three days.
(c) The arbitration decision shall be rendered no later
than 30 days after that final day of the hearing.
(d) The arbitration shall be held in Louisville, Kentucky
and governed by the laws of the Commonwealth of Kentucky and the United
States Arbitration Act, 9 U.S. Sections 1-16, except as otherwise provided
in this Section 15.2.
15.3 EXCLUSIVE PROCEDURES. The procedures specified in Section
15 shall be the sole and exclusive procedures for the resolution of
disputes between the parties arising out of or relating to the matters
subject to mediation and arbitration as provided herein, provided, that a
party may seek a preliminary injunction or other provisional judicial
relief if, in its judgment, such action is necessary to avoid irreparable
damage or to preserve the status quo. Despite such action the parties will
continue to participate in good faith in the procedures specified in this
Section 15.
16. MISCELLANEOUS.
16.1 AMENDMENT; WAIVER. This Agreement may be amended, modified
or superseded only by a written instrument signed by both parties to this
Agreement. No party shall be deemed to have waived compliance by the other
party of any provision of this Agreement unless such waiver is contained in
a written instrument signed by the waiving party and no waiver that may be
given by a party will be applicable except in the specific instance for
which it is given. The failure of any party to enforce at any time any of
the provisions of this Agreement or to exercise any right or option
contained in this Agreement or to require at any time performance of any of
the provisions of this Agreement, by any of the other parties shall not be
construed to be a waiver of such provisions and shall not affect the
validity of this Agreement or
-7-
any of its provisions or the right of such party thereafter to enforce each
provision of this Agreement. No course of dealing shall operate as a
waiver or modification of any provision of this Agreement or otherwise
prejudice such party's rights, powers and remedies.
16.2 ASSIGNMENT. This Agreement shall not be assigned or
performance of the duties hereunder delegated without the express consent
of the parties hereto, which shall not be unreasonably withheld, except
that this Agreement may be assigned to an affiliate of Landmark.
16.3 CONFIDENTIALITY. Unless otherwise "legally compelled" (by
deposition, interrogatory, request for documents, subpoena, civil
investigative demand, other demand or request by a governmental agency) to
do so, no party shall disclose either the terms or existence of this
Agreement to any person or entity other than a party's counsel and its
other representatives or such other third parties with whom it must
communicate to consummate the transactions described in this Agreement.
Notwithstanding anything herein to the contrary, if a party becomes legally
compelled to disclose either the terms or existence of this Agreement, the
disclosing party shall give prompt prior written notice of such requirement
to the other party before such disclosure such that the disclosing party
shall have the opportunity to seek an appropriate protective order or
related relief or action.
16.4 CONSENT TO JURISDICTION. Each of the parties consents and
voluntarily submits to personal jurisdiction in Kentucky and in the courts
in such state located in Jefferson County and the United States District
Court for the Western District of Kentucky in any proceeding arising out of
or relating to this Agreement, and agrees that all claims raised in such
proceeding may be heard and determined in such court. Each of the parties
further consents and agrees that such party may be served with process in
the same manner as a notice may be given under this Agreement.
16.5 CONSTRUCTION AND INTERPRETATION OF AGREEMENT. The parties
have participated jointly in the negotiation and drafting of his Agreement.
In the event an ambiguity or question of intent or interpretation arises,
this Agreement shall be construed as if drafted jointly by the parties and
no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any of the provisions of this
Agreement. Unless the context clearly states otherwise, the use of the
singular or plural in this Agreement shall include the other. All
references to "Section" or "Sections" refer to the corresponding Section or
Sections of this Agreement. Unless otherwise expressly provided, the word
"including" does not limited the preceding words or terms.
16.6 ENTIRE AGREEMENT; MODIFICATION. This Agreement embodies
the entire agreement and understanding of the parties related to its
subject matter, supersedes and cancels all prior proposals, understandings,
agreements, correspondence, arrangements and previous and contemporaneous
oral agreements relating to the subject matter of this Agreement, and
constitutes a complete and exclusive statement of the terms of the
agreement between the parties with respect to its subject matter. This
Agreement may be amended, modified, superseded, or canceled only by a
written instrument signed by all of the parties hereto, and any of the
terms,
-8-
provisions, and conditions hereof may be waived, only by a written
instrument signed by the waiving party.
16.7 EXHIBITS. The Exhibits attached hereto constitute a part
of this Agreement and are incorporated herein by reference in their
entirety as if fully set forth in this Agreement at the point where first
mentioned.
16.8 GOVERNING LAW. This Agreement shall be governed by and
shall be construed and enforced in accordance with, the laws of the
Commonwealth of Kentucky applicable to contracts to be wholly performed
within such state without giving effect to any conflict of law rule or
principle of such state.
16.9 HEADINGS. The headings contained herein are for the
purpose of convenience only and will not be deemed to constitute part of
this Agreement or to affect the meaning of interpretation of this Agreement
in any way.
16.10 INVALIDITY OF PROVISIONS; SEVERABILITY. If any provision
of this Agreement shall to any extent be held in any proceeding to be
invalid, illegal or unenforceable, the remainder of this Agreement, or the
application of such provision to persons or circumstances other than those
to which it was held to be invalid, illegal or unenforceable, shall not be
affected, and shall be valid, legal and enforceable to the fullest extent
permitted by law, but only if and to the extent such enforcement would not
materially and adversely frustrate the parties' essential objectives as
expressed in this Agreement. Furthermore, in lieu of any such invalid or
unenforceable term or provision, the parties intend that in such proceeding
there be added to this Agreement a provision as similar in terms to such
invalid or unenforceable provision as may be valid and enforceable, so as
to effect the original intent of the parties to the greatest extent
possible. Notwithstanding the foregoing, each party hereto agrees that it
has reviewed the provisions of this Agreement, and that the same, taken as
a whole, are fair and reasonable. The parties hereto shall endeavor in
good faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions, the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable provisions.
16.11 NO OTHER RELATIONSHIP BETWEEN PARTIES. It is not the
purpose or intention of this Agreement to create a partnership or similar
relationship between the parties hereto. Each of the parties shall be
responsible only for its obligations and liabilities as set forth in this
Agreement, and neither party shall have any authority to act for or to
assume any obligation or responsibility on behalf of the other party.
16.12 NOTICES.
(a) GIVING OF NOTICES. All notices, requests, consents,
approvals, waivers, demands and other communications hereunder
(collectively, "Notices") shall be deemed to have been given if in writing
and (1) personally delivered against a written receipt, or (2) sent by
confirmed telephonic facsimile, (3) delivered to a reputable express
messenger services (such as
-9-
Federal Express, DHL Courier, United Parcel Service or United States
Express Mail) for overnight delivery, or (4) sent by United States Mail,
postage prepaid, registered or certified, in each case addressed as follows
(or to such other address as a party shall have given Notice to the other):
If to NetVoice: NetVoice Corporation
00000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: President
Fax: 972/000-0000
If to Landmark: Landmark Community Newspapers, Inc.
X.X. Xxx 000
Xxxxxxxxxxx, XX 00000-0000
Attn: President
Fax: 502/000-0000
(b) TIME NOTICES DEEMED GIVEN. All Notices shall be
effective upon being properly personally delivered, or upon confirmation of
a telephonic facsimile, or upon the delivery to a reputable express
messenger service or upon deposit in the United States Mail. The period in
which a response to any such Notice must be given shall commence to run
from the date on the receipt of a personally delivered notice, or the date
of confirmation of a telephonic facsimile or two business days following
the proper delivery of the Notice to a reputable express messenger service,
or three business days following proper deposit in the United States Mail,
as the case may be.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the date first written above.
NETVOICE CORPORATION
By: /s/
----------------------------------------
Title: President
-------------------------------------
("NetVoice")
LANDMARK COMMUNITY NEWSPAPERS, INC.
By: /s/
----------------------------------------
Title: President
-------------------------------------
("Landmark")
-10-
EXHIBIT A
INTERNET ACCESS SERVICES
Unlimited Internet access via a local access telephone number through a
system of modems with minimum access speed of 56 kbps and adequate
equipment and bandwidth for quick responsiveness after access
E-mail services free of charge (2 e-mail addresses for each Customer
account)
10 megabytes of storage space for personal Web Hosting
Technical support via a local or toll-free telephone number, 24 hours per
day seven days per week
EXHIBIT B
MARKETS; SCHEDULE OF INTERNET ACCESS ROLL-OUT
FIRST-PHASE MARKETS
Within 30 days from the date hereof-Shelby County, Kentucky
Beginning within 30 days from the date hereof and completed within 90 days
of the date hereof in the order as listed-Bullitt County, Kentucky, Xxxxxx
County, Kentucky, Perry County, Indiana, Xxxxxxx County, Indiana, Xxxxxxx
County, Kentucky and Xxxx County, Kentucky.
SECOND-PHASE MARKETS
As requested by Landmark, NetVoice will add Internet Access in six
additional Markets within 180 days from the date hereof; six additional
Markets within 270 days from the date hereof and six additional Markets
within one year from the date hereof for a total of up to 25 Markets within
one year from the date hereof (depending on the number requested by Landmark).
EXHIBIT C
NUMBER OF CUSTOMERS WITH SIMULTANEOUS ACCESS
For the initial roll-out in each Market, 192 modem ports will be installed
by NetVoice which will give 192 Customers in each such Market simultaneous
access. After six months from the date hereof, the number of Customers in
each Market will be reviewed and additional equipment will be installed by
NetVoice as necessary to insure Customer satisfaction with ease of
obtaining the Internet Access.
