Exhibit 10.2
MEMORANDUM AND CONTRACT OF UNDERSTANDING
Based upon discussions and correspondence between OmniVision Africa Ltd. of the
British Virgin Islands and Singapore (herein referred to as "OVA") and
CableVision (Africa) Ltd. ( herein referred to as "CVA") of Dar Es Salaam,
Tanzania, the following Memorandum and Contract of Understanding is provided in
order to outline a joint co-operation of a Wireless Cable TV Distribution and
Telecommunications Systems in Tanzania. This Memorandum of Understanding is
formulated under which OVA and CVA (herein referred to as the "Parties") will
enter into the Joint Venture.
1. It is agreed by the parties that OmniVision Tanzania Ltd. ( herein referred
to as "OVT") or other name as may be agreed upon will be incorporated to
establish a Wireless Cable TV Distribution System in Tanzania.
2. It is understood that OVA has a period of sixty (60) days beginning on the
date of the last signature date below, within which to complete a due diligence
and sign a formal agreement (based on the clauses below) with CVA setting out
the parties respective rights and obligations for the joint venture.
3. CVA intends not to engage in any discussions or agreements relating to the
Wireless Cable TV distribution system in Tanzania with any other individuals,
companies, or entities during the ninety day discussion period outlined above.
4. Both parties agree that this agreement and any future agreements will remain
confidential.
5. The parties agree that this agreement and any future agreements between the
parties will incorporate the following terms:
5.1 The parties will incorporate a limited liability company in Tanzania under
the name of OmniVision Tanzania Ltd. or any other name agreed upon for the
purposes of conducting the Joint Venture.
5.2 It is understood that CableVision (Africa) Ltd., being the parent company of
Coast Television Network Ltd. ( herein referred to as " CTN") and SkyVision,
will apply for the necessary licenses from the relevant Tanzanian authorities
and will transfer these relevant licenses to the Joint Venture Company once the
formal Joint Venture Agreement is signed.
5.3 CVA, from time to time, will provide any local facilitation necessary,
pertaining to the above project. Facilitation may include: local transportation,
the procurement of local personnel; the procurement of technical support;
introductions; foreign currency exchange facilitation and assistance in
repatriating profits of OmniVision Tanzania Ltd.
5.4 CVA will provide OmniVision Tanzania Ltd. access and use of CTN's broadcast
facilities in Dar Es Salaam. This access shall include, but not limited to,
access to the buildings' roof top transmit site.
5.5 15 % ( fifteen percent) of the share capital of the Joint Venture Company
shall be allotted to CVA against payment of a nominal amount in consideration of
the efforts of CVA in obtaining the required licenses and MMDS frequency to
operate 7 channels of Pay TV service from the relevant Tanzanian authorities. An
additional 5% (five percent) shall be allocated to CTN and/or Sumaria Holdings
Ltd. if the frequency allocated by the Tanzania Broadcast Council to the
OmniVision Tanzania Ltd (the Joint Venture Company) comprises the entire MMDS
bandwidth between 2.52 to 2.65 Ghz (representing at least 14 channels of 8 MHz
per channel).
5.6 OVA will provide the equipment, financing, operating capital, management and
management information systems required for the operation of the Wireless Cable
TV Distribution System and subject to feasibility, for the operation of any
other telecommunications related projects in Tanzania. In furtherance of the
objective of this clause, the Board of Directors of OVG will determine the
investment requirements in order to maximize the potential returns to the joint
venture.
5.7 OVA will grant to CVA. or any of its affiliates the option of increasing its
shareholding by an additional maximum amount of 15% (fifteen percent) on a
pro-rata basis in the Joint Venture by providing additional equity above and
beyond the terms and conditions as outlined in the formal Joint Venture
Agreement.
5.8 16% of the shares of the joint venture will be held by Cable Holdings
Tanzania
5.9 In consideration of the programming and operational management services
provided by OVA to OVT. OVT will pay to OVA a fee equal to six (6) percent of
the gross monthly subscription fees received by the OVT from subscribers of the
wireless pay television network.
5.10 The Board of Directors of the Company shall comprise of a maximum of 5
(five) members, two (2) of whom shall be appointed by CVA , one (1) by Cable
Holdings Tanzania and two (2) by OVA.
5.11 The directors shall each receive a monthly remuneration as shall from time
to time be determined by the Board of Directors.
6. Any costs, expenses, or liabilities incurred by either of OVA or CVA as a
result of the negotiation of this Memorandum of Undertaking, it's
implementation, amendment, or expansion
shall be borne by each company and/or individual separately and individually
other than as set out above. The parties shall not be liable or obligated to
each other for such expenses.
7. For the purposes of this agreement, including the giving of notices in terms
hereof and the serving of legal process, the parties choose as the address at
which they accept delivery of all notices and process as follows:
7.1 OVA.................at: 00 Xxxxxxxx, #00-00 Xxxxxxxxxx Xxxxxxxx, Xxxxxxxxx
7.2 CVA ................at: XX Xxx 0000 Xxx Xx Xxxxxx, Xxxxxxxx
8. A Party may at any time change its address aforesaid by notice in writing.
9. It is understood that upon the signing of this Memorandum of Understanding,
that OVA will provide CVA with the necessary license applications and technical
details in order to assist CVA with the necessary documentation to pursue the
necessary licenses.
9.1 It is understood that the license application has been prepared by OVA and
that the application is being disclosed to CVA for license application purposes
only. CVA agrees that they will not use or exploit the application in any manner
or establish any venture embodying or reflecting such application or its salient
elements unless CVA and OVA have entered into a Joint Venture Agreement setting
forth the manner in which CVA may use the application or its salient elements.
9.2 CVA agrees to hold the application, and all related information and
discussions, in strict confidence, except that CVA may disclose the application
to the relevant government bodies to adequately evaluate the licensing of the
Wireless Pay TV Project.
9.3 CVA agrees that OVA reserves all rights in and to the license application.
No part of the application, any related information and/or discussions thereon
may be reproduced, stored in retrieval, or re-transmitted, in any form or by any
means, electronic, mechanical, photocopied, recorded, or otherwise without prior
express written permission of OVA. CVA agrees to return all originals and all
copies of the license application upon request or upon conclusion of CVA's
review and evaluation thereof.
9.4 CVA acknowledges and agrees that, because of the unique nature of the
business, OVA would be irreparably harmed if CVA were to disclose or use the
application or its business plan in violation to this agreement.
10. It is agreed by both parties that due to the great distances separating the
parties and the time urgency in concluding this agreement, that fax copies shall
be deemed to be acceptable and binding. Fax copies must be sent to the
following:
10.1 OVA...............at: 0-000-000-0000 and 0-000-000-0000, Vancouver, Canada
10.2 CVA ..............at: 000-00-000000, Dar Es Salaam, Tanzania
SIGNED AND SEALED THIS ________ DAY OF ___________1998 BY THE RESPECTIVE PARTIES
AS FOLLOWS:
_______________________________________________ CORPORATE SEAL
FOR:
OMNIVISION AFRICA LTD
Director, Duly authorized
______________________________________________ CORPORATE SEAL
FOR:
CABLEVISION (AFRICA) LTD.
Director, Duly authorized
