AGREEMENT
This Agreement is entered into on this ____ day of ___________ 1999, by and
between Shangri-La Vacation and Exchange, a Corporation, and Internet Cable
Corp., a Corporation.
In consideration of the mutual promises set forth hereunder, the sufficiency of
which is hereby acknowledged, Shangri-La Vacation and Exchange and Internet
Cable Corp. agree to the following:
Article 1. THE WORK OF THIS CONTRACT
Phase I ICBL will provide for a team of four engineers to travel to
China for two weeks. ICBL will do an evaluation of the hotel sites. ICBL would
complete a strategic plan complete with budgeting for hardware, installation,
timelines for Phase 2. ICBL plan would incorporate TV Programming, Movie on
Demand, and High Speed Internet Access for all the hotels. Internet Access would
be provided to each room.
Phase 2 Engineers would return to China to complete the infrastructure,
install systems into the hotels and provide for central monitoring.
At the end of Phase 1 an addendum specifically detailing costs to SVE
will be created and mutually accepted by both parties. This addendum will
outline the compensation to ICBL.
The contractor shall fully execute the Work described in the Contract
Documents, except to the extent specifically indicated in the Contract Documents
to be the responsibility of others.
Article 2. DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
The date of commencement shall be the date of signing of the Agreement.
The Contractor shall have 30 days to show substantial completion of Phase One
and a maximum of 60 days for submission of reports and budgets for Phase 2. The
completion date of Phase 2 shall be indicated in the budgets submitted and shall
become valid and enforceable when approved.
Article 3. CONTRACT SUM
The Exchange shall pay to the Contractor the sum of USD 80,000 for
Phase I.
The Exchange shall pay to the Contractor the sum TBD after the
submission of an acceptable budget.
Article 4. PAYMENTS
The Exchange shall pay to the Contractor the sum of USD 40,000 within
ten days of the signing of this contract and USD 40,000 upon submission of the
report and budgets.
Subsequent payments will be made in accordance with the submitted proposal and
budget.
Article 5. DUTIES OF PARTIES
The Exchange shall be responsible to provide lodging for the
contractors employees while in China and arrange inner-China transportation. The
exchange shall also make available to the Contractor any and all information and
documents that the Contractor shall require to complete its report.
Internet Cable Corp. (ICBL) will perform a study of the existing
telecommunication facilities used by members of the Shangri-La Vacation and
Exchange. ICBL will then design a system capable of integrating High Speed
Internet Access, TV Programming, Video on Demand, and Reservations Service. It
is intended that Shangri-La Vacations and Exchange will install the recommended
system under the guidance of ICBL. ICBL will operate a central location and
provide the aforementioned services to the Shangri-La Member at an established
price. Shangri-La will own all systems placed in members properties and be
responsible for upkeep. ICBL will supply content of the system and
administration from its wholly owned facility.
Article 6. TERMINATION
This agreement may be terminated as follows: ICBL may terminate this agreement
after the completion of Phase 1 if the report filed indicates that the project
is not viable for SVE.
No modifications shall be binding unless in written form and consented
to by both parties.
This contract may be terminated for cause.
Article 7. MISCELLANEOUS
SVE warrants that is has budgeted $65,000 USD for the installation and
development of high-speed Internet access into all member hotels. This upgrade
includes the creation of a centralized reservation system and monitoring station
for the network.
Time shall be of the essence in the performance of this Agreement.
If any part of this Agreement is held unenforceable for any reason, the
remaining portion of this Agreement shall remain in full force and effect, and
shall be carried out in a manner which is consistent with the intentions of the
parties hereto.
If any legal action or proceeding, including any arbitration of disputes,
arising out of, or relating to, this Agreement is brought by either party, the
prevailing party as determined by the Court or Arbitrator, shall be entitled to
receive from the non-prevailing party, in addition to any other relief that may
be granted, reasonable attorney's fees, costs and expenses incurred in the
action or proceeding by the prevailing party.
This Agreement is entered into on this _____ day of _________, 1999, in the City
of Incline Village, State of Nevada.
______________________________________ Title ___________________________
Shangri-La Vacation and Exchange
______________________________________ Title ___________________________
Internet Cable Corp.
