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EXHIBIT 10.7
MANUFACTURING, DISTRIBUTION
AND JOINT VENTURE AGREEMENT
REDACTED
MANUFACTURING, DISTRIBUTION AND JOINT VENTURE AGREEMENT
This Agreement made the 7th day of May, 1996, by and between MSU (UK)
LIMITED ("MSU"), an English corporation with a principal place of business at
000-000 Xxxxx Xxxx, Xxxxxxx Xxxxxx Xxxxxx XX0 0XX, Xxxxxxx, and AMERICAN
INTERACTIVE MEDIA, INC. ("AIMI"), a Nevada corporation with its principal
place of business at 00 Xxxxx Xxxxxx, Xxxxxxx, Xxx Xxxxxx 00000 XXX.
1. DEFINITIONS.
a. "Accessor" means an internet access and utilization
device designed and developed by MSU to specifications of AIMI, as more
particularly described in the Specification Sheet and Xxxx of Materials
attached hereto as Exhibits "A" and "B", respectively.
b. "Accessor Chip" means the ISP/4 Internet Service
Processor chipset used in the Accessor and any future generations, improvements
to and variations of such chipset.
c. "Confidential Information" shall mean without
limitation (i) all know how, experience, drawings, designs, circuit diagrams,
computer programs and all other technical information; (ii) all copyright and
rights in the nature of copyrights which MSU may now or subsequently become
entitled to in respect of drawings or other documents or articles containing
technical information; (iii) all improvements, modifications or adaptations to
any part of the technical information relating to the Accessor, the Accessor
Chip or Netbox which may from time to time come into the possession of AIMI,
its employees, contractors, agents or licensees.
d. "Joint Venture Corp." means a corporation to be
formed pursuant to this Agreement to carry on the business activities described
in Section 4 below.
e. "Netbox" means any internet access and utilization
device designed, developed, licensed or sold by MSU other than the Accessor.
f. "Products" means and includes the Accessor and all
hardware, software, processes and technology now in existence and hereinafter
developed and used or intended for use with the Accessor.
g. "Product Development Costs" mean direct costs
incurred by MSU in developing the Accessor.
h. "Provider Commissions" mean fees or any other
compensation of any kind paid to AIMI, MSU, any of their respective affiliates,
directly or indirectly, by an Internet access provider, on a one time or
periodic basis, in respect of Internet access provided to Accessor or Netbox
customers through or utilising Joint Venture Corp. For the purpose hereof, the
term "indirectly" in reference to the payment of Provider Commissions shall
include compensation paid to AIMI, MSU or any of their respective affiliates,
however characterized, by any Accessor or Netbox customer through or utilising
Joint Venture Corp., reseller or licensee which is measured
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*CONFIDENTIAL PORTION HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION
by or attributable to such customer's, reseller's or licensee's receipt of, or
right to receive, payments from an Internet access provider in respect of
Internet access provided to any user of any Accessor or Netbox.
i. "Value Added Services" means hardware and software
upgrades, enhancements, features and add-ons designed for or used by the
installed base of Accessor and/or Netbox customers, as more specifically
described on Exhibit "C" hereto.
2. GRANT OF LICENSES.
a. MSU hereby grants to AIMI the exclusive right to
manufacture, sell and otherwise distribute the Accessor, and further agrees to
provide to AIMI and grants to AIMI a nonexclusive right and license to use (i)
all know how, experience, drawings, designs, circuit diagrams, computer
programs and all other technical information, (ii) all copyright and rights in
the nature of copyrights which MSU may now or subsequently become entitled to
in respect of drawings or other documents or articles containing technical
information, (iii) all improvements, modifications or adaptations to any part
of the technical information relating to the Accessor and the Accessor Chip
required for the manufacture and service of the Accessor, at no cost to AIMI
except as expressly set forth herein, subject to the terms and conditions set
forth in this Agreement.
b. In consideration for the rights granted to it by MSU
herein, AIMI agrees to pay a Development Fee of $ * to MSU as follows:
i. $ * presently being held in escrow by
MSU's attorneys shall be released from escrow and paid over to MSU upon the
execution of this Agreement;
*CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.
ii. $ * shall be paid on delivery to AIMI
of final Accessor hardware design and specifications reasonably satisfactory to
AIMI ("production ready hardware"), which delivery the parties anticipate will
occur on or before June 15, 1996; and
iii. $ * shall be paid on delivery to AIMI
of final Accessor software reasonably satisfactory to AIMI ("production ready
software"), which delivery the parties anticipate will occur on or before June
30, 1996.
c. Failure by AIMI to make any of the payments due to
MSU under the terms of Section 2(b) within seven days of due date for payment
shall release MSU from any further obligations under this Agreement. This
Agreement shall become unconditional only upon the receipt by MSU of the monies
referred to in Section 2(b)(i) hereof.
d. Unless otherwise agreed, (i) the Development Fee will
be used only to pay Product Development Costs, and (ii) all payments on account
of the Development Fee will be paid to MSU by wire transfer to * .
*CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.
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*CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
e. In further consideration of the rights to distribute
and manufacture the Accessor granted herein, AIMI agrees to purchase its
requirements of Accessor Chips from MSU during the term of this Agreement.
f. MSU will * the Development Fee to AIMI by
allowing a * to AIMI of $ * per Accessor Chip on the first
* Accessor Chips sold to AIMI or its licensee pursuant to Section 5(d)
below.
*CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
3. TERMS OF AGREEMENT. This Agreement shall expire
on December 31, 2006, provided, however, that this
Agreement shall renew automatically as of December 31, 2006, and each
subsequent December 31, without the necessity of any action by AIMI, MSU unless
MSU or AIMI gives notice of termination of the Agreement within three (3)
months prior to the scheduled termination date.
4. JOINT VENTURE CORPORATION.
a. Promptly following the execution of this Agreement by
all parties, AIMI will form Joint Venture Corp. in the State of New Jersey
using a corporate name to be mutually agreed by the parties, and will cause one
thousand shares of Joint Venture Corp. common stock to be issued at par as
follows: * shares to AIMI and * shares to MSU Corporation.
*CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
b. AIMI agrees that it will use its best efforts to have
all Accessor customers obtain Value Added Services through Joint Venture Corp.
c. MSU agrees that it will use its best efforts to have
all Netbox customers obtain Value Added Services from Joint Venture Corp.
d. MSU and AIMI each assigns to Joint Venture Corp. all
of its right to receive or direct the payment of all Provider Commissions.
e. MSU will use its best efforts to provide to Joint
Venture Corp. the technical support required by Joint Venture Corp. to develop
and provide Value Added Services, and in particular software applications.
Joint Venture Corp. shall reimburse to MSU costs that MSU incurs in developing
software applications and any other Value Added Services for Joint Venture
Corp.
f. AIMI will provide the management infrastructure for
Joint Venture Corp., and will provide the financing for all organizational,
administrative and pre-operating expenses, at its cost.
*CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
g. MSU shall have the right to increase its ownership of
Joint Venture Corp. from * % to * % based upon performance criteria
relating to the level of revenues paid to Joint Venture Corp. by Netbox
customers utilizing Value Added Services, as set forth on Exhibit "D" hereto.
Except as set forth in Section 4(a) above, and in accordance with Exhibit "D"
hereto, no shares of Joint Venture Corp. will be issued to any person or entity
except with the written consent of AIMI and MSU.
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*CONFIDENTIAL PORTION HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION
5. MSU OBLIGATIONS.
a. MSU will produce and deliver to AIMI five (5)
Accessor "beta" units on or before May 15, 1996, at a cost not to exceed
US$750.00 per unit, to be paid by AIMI in advance in accordance with the
provisions of Section 2(d) above. These units will be used by focus groups
organized by AIMI to confirm the market for the Accessor and to test customer
response to specific Accessor features. MSU will provide the services of Xxxxx
Xxxxxxxx, at MSU's cost except that AIMI shall be responsible for Xx.
Xxxxxxxx'x reasonable travel expenses, on a part-time basis, to work with AIMI
representatives in servicing the focus group/test market installations.
b. MSU will complete the design and development of the
Accessor on the following time scales:
i. Delivery of production ready hardware by June
15, 1996; and
ii. Delivery of production ready software by June
30, 1996.
MSU shall not be deemed to be in breach of its obligations arising under this
Section 5(b) by reason of any failure to meet a specified delivery date if such
delay is the result of any change in the specifications of the Accessor made
after the date of this Agreement.
c. MSU will liaise with Mitac and other potential
manufacturers of the Accessor selected by AIMI, with a view toward, among other
things, obtaining the lowest cost xxxx of materials for the Accessor. MSU will
provide technical support and assistance as reasonably required by the
manufacturer of the Accessor to initiate and maintain production, at MSU's
cost, except that AIMI shall be responsible for reasonable travel expenses
incurred by MSU employees.
d. During the term of this Agreement and any renewal
hereof, MSU will sell or cause to be sold to AIMI or AIMI' s limited licensees
pursuant to Section 7 below all of AIMI's requirements for Accessor Chips at a
price not to exceed the lesser of (i) a price determined in accordance with
Exhibit "E" hereto, or (ii) * .
*CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.
e. MSU undertakes and agrees to consult and cooperate
with AIMI's technical and marketing personnel with a view to creating,
developing and producing Products and Value Added Services: (i) that are
feasible, given the state of Internet Access art; (ii) that will come to market
on an agreed timetable so as to permit AIMI to develop marketing plans and
strategies to introduce and distribute such Products and Value Added Services;
and (iii) for which AIMI and MSU agree that a market exists at the cost and
price criteria agreed upon by AIMI and MSU.
f. Notwithstanding anything to the contrary in Section
5(e) above, MSU shall have no obligation to develop any Product other than the
Accessor in the absence of an agreement
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*CONFIDENTIAL PORTION HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION
acceptable to AIMI and MSU as to the specifications, pricing, timetable for
availability to AIMI, and the manner in which MSU will recover its development
costs, if any.
6. AIMI OBLIGATIONS.
a. During the term of this Agreement and any extensions
thereof AIMI agrees to use reasonable efforts to distribute and/or otherwise to
commercially exploit the Products. To that end, and to support the operations
and infrastructure of Joint Venture Corp., as described below, AIMI will use
its best efforts to raise not less than $ * of additional equity or long
term debt financing on or before June 30, 1996.
*CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION.
b. AIMI will design the Accessor packaging utilized in
the focus group/test marketing program referred to in Section 5(a) above.
c. AIMI will select and contract with a manufacturer to
produce the Accessor, and shall be solely responsible for all commercial and
financial relationships with such manufacturer, except as otherwise expressly
set forth herein.
d. AIMI further agrees:
i. not to use any name, trademark, trade name,
insignia or slogan owned or adopted by MSU in a manner which is not consistent
with any reasonable guidelines and procedures adopted by MSU;
ii. not to contest MSU's title to its patents,
trademarks, copyrights and registrations and not to take any action to the
detriment of MSU's interest therein; and
iii. not to use Confidential Information other
than for the purposes and uses contemplated by this Agreement;
iv. not to disclose or authorize the disclosure
of Confidential Information to third parties, except that AIMI may disclose
Confidential Information (A) to a sublicensee for the purpose of exercising its
rights under a sublicense granted pursuant to Section 7 below, and only to the
extent required for such purpose, (B) to such of its employees, agents,
contractors and sublicensees as need to know the same for the purposes set out
in this Agreement, (C) with the prior consent of MSU; provided that, in all
cases, the individual or entity to whom such disclosure is made shall first
enter into appropriate agreements pursuant to which such person or entity shall
agree, on terms substantially the same as provided herein and which grant to
MSU the right to enforce the same, to keep all such Information in confidence
and to make no further disclosure or use of such Confidential Information.
v. to enforce the obligations of confidentiality
imposed upon its employees, agents, contractors, and sublicensees in accordance
with Section 6(d)(iv) above insofar as they relate to a disclosure of
Confidential Information by such employees, agents, contractors or
sublicensees;
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vi. to prevent the disclosure of Confidential
Information and the access of unauthorized persons to Confidential Information,
and, to that end, to arrange proper and secure storage for Confidential
Information in the form of documents, papers, computer disks, magnetic tapes or
any other material, and take other reasonable precautions to prevent such
unauthorized disclosure and access;
vii. all subcontractors and licensees must be
approved by MSU prior to the disclosure of Confidential Information, which
approval shall not be withheld unreasonably;
viii. AIMI agrees that Confidential Information
should not be copied or reproduced by it without the express permission of MSU,
which permission shall not be withheld unreasonably, except for such copies as
may be reasonably required for purposes of this Agreement.
e. The restrictions and obligations imposed under
Sections 6(i) to 6(viii) inclusive shall not apply to Confidential Information
if the same:
i. was in the public domain at the time it was
disclosed or thereafter shall fall into the public domain except through the
default of AIMI, its employees, agents, contractors or licensees;
ii. was known to and recorded by AIMI prior to
its disclosure to AIMI by MSU;
iii. was disclosed after the express prior
authorization of MSU;
iv. becomes known to AIMI from a source other
than MSU without breach of this Agreement by AIMI;
v. was independently developed by AIMI without
the benefit of any of the Confidential Information by employees of AIMI who had
no access to any of the Confidential Information; or
vi. is disclosed six years from the time of
receipt hereof;
provided, however, if only a portion of the Confidential Information falls
within any one of the exceptions under Section 6(d)(vi) above, the remainder
shall continue to be subject to the prohibitions and restrictions of Sections
6(i) through 6(viii);
f. No license or conveyance of any rights to AIMI under
any discoveries, inventions or patents or to use the Confidential Information
other than for the purposes of this Agreement is granted or implied by the
transmission of the Confidential Information to AIMI under this Agreement.
g. Notwithstanding anything contained elsewhere in this
Agreement, the provisions of confidentiality shall survive termination or
expiry of this Agreement.
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h. AIMI shall introduce MSU to CompuServe, etc. for the
purpose of discussing CompuServe's participation in the commercial exploitation
of the Accessor, the Netbox and other Products, and shall use its best efforts
to obtain a mutually satisfactory agreement for the payment of Provider
Commissions by CompuServe.
7. LIMITED LICENSE TO MANUFACTURE.
a. AIMI shall have the right to initiate and carry on
manufacture of the Accessor and any other Products at its own cost and expense,
and shall be and in such event hereby is licensed and authorized, on a non-
exclusive basis, to employ and use for that purpose, and, subject to the
limitations hereof AIMI shall have the right to sublicense others to employ and
use for that purpose, all patents, trademarks, copyrights and other technical
and proprietary property, rights and information which MSU owns or has the
right to use, including (i) all know how, experience, drawings, designs,
circuit diagrams, computer programs and all other technical information, (ii)
all copyright and rights in the nature of copyrights which MSU may now or
subsequently become entitled to in respect of drawings or other documents or
articles containing technical information, (iii) all improvements,
modifications or adaptations to any part of the technical information relating
to the Accessor and the Accessor Chip required for the manufacture and service
of the Accessor.
b. MSU agrees to deliver to AIMI, upon AIMI's request,
such written assignments, licenses and other similar documentation as may be
required by AIMI to evidence its rights hereunder, including documents in form
for recording in the U.S. Patent and Trademark Office.
8. GENERAL WARRANTIES OF MSU.
MSU represents and warrants to and agrees with AIMI as
follows:
a. MSU is a corporation duly organized under the laws of
England, and is in good standing, has the authority to enter into and perform
this Agreement, and has taken all corporate action necessary, and obtained all
approvals from third parties necessary, to execute and perform this Agreement.
b. MSU owns or has the exclusive right to use all
patents and technical and other proprietary information needed to manufacture
and sell the Products and to license AIMI to manufacture and sell the Products
as contemplated hereby, and will indemnify and hold harmless AIMI from any loss
or liability (including the cost of defense in any action claiming
infringement) incurred by reason of a breach of this warranty.
9. GENERAL WARRANTIES OF AIMI.
AIMI represents and warrants to and agrees with MSU as
follows:
a. AIMI is duly organized under the laws of Nevada and
is in good standing, has the authority to enter into and perform this
Agreement, and has taken all corporate action
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necessary, and obtained all approvals from third parties necessary, to execute
and perform this Agreement.
b. AIMI is not a party to or subject to any agreement
which would prevent or limit its full commercial exploitation of the Accessor.
10. RESOLUTION OF DISPUTES.
Any controversy or claim arising out of or relating to this
Agreement or the breach thereof, including without limitation a claim for
declaratory relief, shall be settled by arbitration in New York City, New York,
by an arbitrator selected by AIMI and MSU. If AIMI and MSU cannot agree on the
appointment of an arbitrator within ten (10) days after a request for
arbitration, then a panel of three arbitrators shall be selected in accordance
with procedures established and implemented by the American Arbitration
Association. The arbitration shall be conducted in accordance with the rules
of the American Arbitration Association, except as otherwise provided in this
paragraph 10. Each party shall bear its own costs of the arbitration unless
the arbitrator or arbitration panel (hereinafter the "arbitrator") shall find
that a party's position in the disputed matter was without substantial merit,
in which case the prevailing party may be awarded recovery of its costs,
including attorney's fees and expenses, expenses of expert witnesses and any
and all other costs the arbitrator may award. Judgment upon any award rendered
by the arbitrator may be entered in any court. Any award of the arbitrator may
include interest at a rate or rates considered just under the circumstances by
the arbitrator.
11. FORCE MAJEURE.
Neither party shall be liable to the other for any failure to
perform or delay in performance of its obligations hereunder (other than an
obligation to pay monies) caused by:
a. act of God;
b. outbreak of hostilities, riots, civil disturbance,
acts of terrorism;
c. the act of any Government or Authority (including
revocation of any license or consent), fire, explosion, flood, fog or bad
weather;
d. default of suppliers or subcontractors;
e. theft, malicious damage, strike, lock out or
industrial action of any kind;
f. any cause or circumstance whatsoever beyond its
reasonable control.
12. NOTICES.
a. Any notice and any permission, consent, license,
approval or other authorization to be served upon or given or communicated to
one party hereto by the other (in
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this clause called a communication) should be in the form of a document in
writing including a cable but not a facsimile.
b. All communication should be made to MSU at the
following address:
526-528 Elder Xxxx
Xxxxx Xxxxx
Xxxxxxx Xxxxxx Xxxxxx
XX0 0XX
Xxxxxxx
For the attention of the Chairman;
and to AIMI at the following address:
00 Xxxxx Xxxxxx
Xxxxxxx
Xxx Xxxxxx 00000 XXX
Attn: Xxxxx X. Xxxx, Executive Vice President
c. All communications shall be delivered by hand during
all business hours or sent by cable, by Federal Express, DHL or other
commercial courier service agreed to by the parties, or by registered post
(where possible by Air Mail).
d. Communications shall have effect for the purposes of
this Agreement and shall be deemed to have been received by the party to whom
it was made:
i. if delivery by hand upon receipt by the
relevant person for whose attention it should be addressed under Section 12(b)
or upon receipt by any other person upon the premises at the relevant address
who reasonably appears to be authorized to receive post or other messages on
behalf of the relevant party; and
ii. if by cable, on the earlier of (A)
forty-eight (48) hours after the text of the cable has been given to the
relevant Telegraph Company or other authority for transmission, or (B) the time
of actual delivery; and
iii. if sent by registered post or commercial
courier, on the date of delivery set forth on the registration receipt provided
by the relevant postal authority or commercial courier.
e. Either party may change the address information set
forth in Section 12(b) above by notice to the other given in accordance with
this Section 12, and upon the receipt of such notice, the information shall
then be deemed to have been amended accordingly.
13. GENERAL CONDITIONS.
The following general conditions apply to this Agreement:
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a. This Agreement is made between parties entirely
independent from each other and, except as expressly set forth in Section 4
hereof, does not create or contemplate a partnership, agency or joint venture
among them.
b. Each party acknowledges that no representation or
statements have been made to it which would modify or tend to modify any of the
provisions of this Agreement in any way. All understandings between the
parties are contained in this Agreement which supersedes and terminates all
sales agreements previously entered into by the parties pertaining to the
Products or Shares.
c. This Agreement and AIMI' s rights hereunder are
assignable in whole or in part by AIMI to any wholly-owned or majority-owned
subsidiary of AIMI, and all rights shall inure to the benefit of and be binding
upon the successors and assigns of AIMI, provided that:
i. AIMI shall give MSU notice of any assignment
no later than thirty (30) days prior to the effective date thereof;
ii. The exercise of rights arising under this
Agreement by any such Assignee shall be subject to limitations and other terms
and conditions set forth herein; and
iii. No such assignment shall relieve AIMI of any
indebtedness to MSU arising prior to the effective date of such assignment.
d. If any provision or part hereof or the application of
such provision or part is held illegal or unenforceable under any of the laws
of any jurisdiction, only such provision or part shall be ineffective without
invalidating the remaining provisions or parts of the Agreement.
e. Failure of either party at any time to require
performance of any provision of this Agreement shall not affect the right to
require performance thereof at any time thereafter, and the waiver by either
party of a breach of any such provision shall not constitute a waiver of any
subsequent breach thereof, nor nullify the validity of such provision.
f. This Agreement may be executed in any number of
counterparts and by different parties in separate counterparts. Each
counterpart so executed shall be deemed to be an original and all of which
together shall constitute one and the same agreement. Notwithstanding any
evidentiary or substantive law to the contrary, copies (including telecopier
facsimile copies) may be substituted for originals in any proceeding relating
to this Agreement.
g. This Agreement shall be construed in accordance with
the laws of the State of New York, including without limiting the generality of
the foregoing, the Uniform Commercial Code as enacted in New York and amended
from time to time. Any suit arising hereunder involving any aspect of the
purchase or sale of Products or any right or claim arising under this Agreement
may be brought in the courts of the State of New York having venue over such
action or in the United States District Court for the Southern District of New
York, and each of the parties consents to the personal jurisdiction of any such
court over it in any such action and to service of process upon it in
accordance with the rules of such court.
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be executed this 7th day of May, 1996.
AMERICAN INTERACTIVE MEDIA, INC.
ATTEST: XXXXX X. XXXX BY: XXXXXXX XXXXXXX
------------------- ----------------------------------
MSU (UK) LIMITED
ATTEST: X.X. XXXXX BY: X.X. XXXXXXX
------------------- ----------------------------------
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EXHIBIT "A"
ACCESSOR SPECIFICATIONS
HARDWARE
Modem Chipset inc. AFE&DAA/14,400 bps
Internet Service Processor / ISP4
CPU / 1376-PX
DRAM / ZX256X16
ROM / ZX256X16
PAL / NTSC Encoder
PCB / Misc
PSU / external
Mechanical Housing
Remote control / Keyboard handset
SOFTWARE
HTML3 World Wide Web Browser
P0P3 E-Mail Client or Service Provider E-Mail Client
Generic Printer Driver
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*CONFIDENTIAL PORTION HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION
EXHIBIT "B"
ACCESSOR XXXX OF MATERIALS
DESCRIPTION PRICE US$
-------------------------------------------------------------------------------------
Modem chipset inc. AFE&DAA $ *
Internet Service Processor *
CPU 1376-PX *
DRAM 2X256X16 *
ROM 2X2256X16 CONFIDENTIAL PORTION HAS BEEN OMITTED *
AND FILED SEPARATELY WITH THE COMMISSION
PAL / NTSC Encoder *
PCB / Misc. *
PSU - external *
Mechanical Housing *
Remote control / Keyboard handset *
All Software *
TOTAL $ *
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EXHIBIT "C"
VALUE ADDED SERVICES
Joint Venture Corp. will be established to provide
the following Value Added Services to the Accessor
and NetBox (Non-Accessor) users:
* Software Enhancements/Applets
* Content for Products and Service
* Customer Service
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*CONFIDENTIAL PORTION HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION
EXHIBIT 'D'
PERFORMANCE CRITERIA - VALUE ADDED SERVICES
*CONFIDENTIAL PORTION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION
MSU shall have the right to increase its ownership
of Joint Venture Corp. from * % to * % based
upon bringing NetBox customers to Joint Venture
Corp. solely through MSU's Non- Accessor licensee
relationships. The performance criteria relates
to the level of revenues paid to Joint Venture
Corp. by Netbox customers utilizing Joint Venture
Corp.'s Value Added Services as follows:
Net Revenues Generated
From Non-Accessor
Customers Brought To Ownership
Joint Venture Corp. by MSU Percentage
----------------------------------------- ----------
Less than $ * *CONFIDENTIAL PORTION HAS * %
$ * - $ * BEEN OMITTED AND FILED * %
$ * - $ * SEPARATELY WITH THE * %
$ * + COMMISSION * %
"Net Revenues shall be defined as revenues the Joint Venture Corp. receives
from providing Value Added Services to Non- Accessor customers less costs
incurred by Joint Venture Corp. in developing these Value Added Services.
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*CONFIDENTIAL PORTION HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE COMMISSION
EXHIBIT "E"
INTERNET SERVICE PROCESSOR / ISP4
Price (US$ Per Chip
# ISP Chips Ordered Before $ * )
------------------- ------------------------
Less than * $ *
* - * $ *
* - * *CONFIDENTIAL PORTION HAS BEEN $ *
OMITTED AND FILED SEPARATELY WITH
* - * THE COMMISSION $ *
* + $ *
This relates to Paragraph 5(d)
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EXHIBIT "F"
PROJECTED CHIP DEMAND
SEPTEMBER 1, 1996 THROUGH DECEMBER 31, 1998
PROJECTED # OF
PERIOD CHIPS ORDERED BY AIMI
------ ---------------------
Sept. '96 - Dec. '96 11,000
Q1 '97 15,000
Q2 '97 15,000
Q3 '97 30,000
Q4 '97 60,000
Q1 '98 30,000
Q2 '98 45,000
Q3 '98 45,000
Q4 '98 90,000
These projections assume the initial delivery of Accessor units in September,
1996, and shall in no circumstance, commit AIMI to the ordering of these
quantities.
On a quarterly basis, AIMI will supply MSU with a recalculated projection of
its ordering quantities for chips in the following six month period.
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