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EXHIBIT 10(j)
MEMORANDUM
Technology Guardian, Inc. (`TGI'), herein referred to as Party A, and United
Asia Capital Partners (UACP), herein referred to as Party B, have agreed to a
joint venture for TGI South East Asia. The purpose of this Memorandum is to
outline the general conditions under which TGI and UACP will work together on
this project. The general conditions for our joint participation are as follows.
1. Joint Venture Business Scope.
The new joint venture, herein referred officially referred to as TGI
S.E. Asia, will conduct business in Asia providing satellite internet
services, equipment and related telecommunications services similar to
those activities of Party A.
2. Geographical Service Area.
TGI S.E. Asia will provide its products and Services in Asia as per the
South East Asia section defined on TGI's web site under Extended
Coverage 1st Quarter '99.
This includes China.
3. Party A will license its technology to TGI S.E. Asia and provide related
know-how to support Asian Business.
4. Party B will establish the core management team and assemble the
appropriate investors and/or partners for TGI S.E. Asia. The management
team will be responsible to develop the S.E. Asian market, to provide
the sales support and customer services, and to assume the general
management of the TGI S.E. Asia.
5. TGI S.E. Asia shall pay a Licensing fee of $2,000,000 dollars. In
addition, Party A shall receive a to be negotiated percentage of the
monthly service fees for access that TGI S.E. Asia charges its
customers.
6. In consideration of the size of the territory that TGI S.E. Asia shall
be able to market to, TGI S.E. Asia shall have performance requirements
to be established, however no less the 556 units to be sold in a 12
month period beginning when satellite signal is activated.
7. TGI S.E. Asia shall pay Party A for Network Operations Center and the
Backbone Internet feed to the N.O.C. for TGI S.E. Asia use. In addition,
all product will be F.O.B. Los Angeles.
8. Party B shall use the Representative names, logos, etc. of Party A in
all products and services. Party B shall maintain a web site and public
relations personal that supports Party A name/products/logos. etc. for
TGI S.E. Asia. Party A reserves all rights.
9. Equity Structure of TGI S.E. Asia
TGI shall be allocated 40 %, Asia Investors/Partners shall be allocated
40 %. The remaining 20 % allocation will be set aside for the management
team, advisors, board directors, employees with stock options and
incentives
10. Initial Capital Requirements
The preliminary capital estimates are $6,000,000 million to cover the
startup, working capital, facilities, licensing fees, marketing, etc. A
refined estimate will be in the business plan to be developed by Party
B. Any additional capital necessary for growth in to various countries
in S.E. Asia as well as the growth needs of Party B, shall be the
responsibility of Party B in a timely and reasonable manner.
11. Strategic Partners
TGI Asia investors / partners will have the right to purchase up to 1
million shares of TGI stock. Price and terms to be determined.
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12. A Legal agreement will be drafted and signed to describe each party's
role, rights and obligations as soon as possible. All amounts are in
U.S. Dollars.
13. In addition, TGI is willing to discount 50% of the saving to TGI Asia
from the cost savings by Party B arranging a OEM of the Party A main
Internet Server product.
Party A Party B
Technology Guardian, Inc. United Asia Capital Partners
00000 Xxxxxx Xxxx., Xxxx. G Suite 000 , 000 Xx Xxxx Xxxxx Xxxx
Xxxxxxxx Xxxxxx, XX 00000 XXX Xxxxxx, Xxxxxx
Signature: Signature:
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Title: Title:
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