Marketing and Network Services Agreement
This agreement between Xxxxxxxx.xxx, Inc. ("Innofone") and ePHONE Telecom, Inc.
("ePHONE") is designed to provide a basis for Innofone to assist ePHONE in the
development of its VOIP network and to provide Innofone with a competitive
network to carry the traffic generated by its marketing programs.
The two above companies agree as follows:
1. Innofone agree to provide ePHONE with a first right of refusal to carry
Innofone's traffic on the ePHONE network. Innofone's traffic is defined
as all traffic generated by the marketing programs of Innofone, whether
branded under the Innofone name or other names. This first right of
refusal is valid until Dec. 31, 2010, subject to the right of Innofone
to buy out ePHONE's first right of refusal in case of a change of
control of Innofone. The buyout price will be equal to the gross
xxxxxxxx made by ePHONE to Innofone for the 12 months immediately
preceding the buy-out.
2. ePHONE agrees that its right to carry Innofone's traffic will be
subject to service and quality standards, and acceptable price, as
established by Innofone.
3. Both companies agree to immediately assess the business feasibility of
the following new services which, if implemented, will be carried on
the ePHONE network: - PC to phone voice services - calling cards to be
included in Innofone's fulfillment kits. These are assumed to be
post-paid calling cards - pre-paid calling cards - other new products
and services as may be identified by either company
4. Both companies will review the long distance rates currently available
to each company to identify opportunities for lower costs and improved
access.
5. Innofone will immediately provide two Netspeak gateways to ePHONE for
evaluation and testing. The cost of shipping this gateway to Herndon,
VA will be borned by Innofone. ePHONE will assess the feasibility of
deploying the Netspeak gateway in its network.
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6. ePHONE agrees to provide ongoing technical support and product
development services to assist Innofone in the development of new
services and products. The development programs and terms of these
services will be as agreed between the two companies.
7. To facilitate the ramp up of Innofone's marketing programs ePhone will
provide a set-up fee of $500,000. This fee is to be paid as follows:
$250,000 paid on Jan. 12, 2001. $250,000 paid on Jan. 19, 2001. EPhone
will have the right to review and approve the use of proceeds from the
set-up fee.
8. As approved by ePhone, Innofone will provide its Netspeak gateways and
any other appropriate equipment to facilitate ePhone's network
operations. Ownership of this equipment will remain with Innofone
(except as noted in #10 below).
9. Innofone agrees to repay the set-up fee to ePhone within 90 days from
Jan. 19, 2001 (subject to adjustment as noted in #10 below). If this
fee is not repaid ePhone will have the right to convert the fee into
shares of Innofone at a price of $0.25 per share with a warrant at
$0.75. If Innofone completes a financing at a lower price or on more
favorable terms within 6 months of the date of issuing the shares then
ePhone will be adjusted so that it receives similar terms. Innofone
also agrees that shares issued to ePhone will be without restrictions
or if they are restricted all appropriate steps will be taken to remove
the restrictions.
10. At ePhone's option equipment and/or services supplied by Innofone can
be used to offset the set-up. All equipment and services will be valued
at current market prices. Offsets will reduce the amount used to
calculate a conversion of the set-up fee into Innofone shares.
11. Both companies agree to work together and assist each other in the
raising of capital and generally developing the business of each
company.
(Signatures on page 3)
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XXXXXX xx Xxxxxxx, XX on the 8th day of January, 2001.
Xxxxxxxx.xxx Inc. ePHONE Telecom, Inc.
/s/ Xxxxx Xxxx /s/ Xxxxxx Xxxxx
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Xxxxx Xxxx Xxxxxx Xxxxx
President & CEO Chairman and CEO
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