Exhibit 10.5
11 November 2004
QuikCAT Australia Pty Ltd
(ABN 82 106 946 043)
0/00Xxxxx Xxxxxx
XXXX XXXXX XX 0000
M: 0411 77 55 73
E: xxx@xxxxxxx.xx.xxx
PRIVATE & CONFIDENTIAL
Xxxx Xxxxxxxxxx
Chief Executive Officer
IA Global, Inc.
000 Xxxxxxx Xxxx. Xxxxx 000
Xxxxxxxxxx, XX 00000
Dear Xxxx:
NORTH AMERICA MARKETING AND DISTRIBUTION ARRANGEMENT
Based on our discussions and emails over the past fortnight, I set out here in
our agreement to allow QuikCAT Australia Pty Ltd ("QCA") to market and
distribute its Fastband Internet & Email Accelerator ("Fastband"),
notwithstanding the "Restraint" in clause 2.2 of the Internet Accelerator
Assignment Agreement dated 15 September 2004.
QCA is entitled to market Fastband at its own expense in the North American
market as of the date of this letter, as an officially appointed sales
distributor by IA Global Acquisition Co ("IGA") under the following terms:
1. Existing customers - current revenue levels: IGA receives 100% of
revenue and pays any third party commissions (capped at 15%). i.e. IGA
receives minimum 85% of revenue.
Note: Commission would only be payable on conversion to Fastband where
the contract reasonably demonstrates that revenue will lift above
existing revenue levels.
2. Existing customers - additional revenue: Once the revenues for gross
total fees/customer (ie each customer is a separate case) exceed what
they paid for their September 2004 licenses, QCA receives 50% of that
excess amount. IGA receive 50% of excess. IGA and QCA pay third party
commissions (capped at 15%) in proportion to their revenue take.
Note: IGA maintains the US operation and supports these customers. QCA
must pay for any additional support cost that are incurred and which
the current IGA resources are unable to handle. For the purposes of
this agreement, "existing customers" are defined by those billed in
the September 2004 by IGA.
3. New customers: New customers sign Fastband license agreements directly
with QCA and all customer liability stays with QCA. Revenue: IGA
receives 25%, QCA receives 75%. IGA and QCA pay third party
commissions (capped at 15%) in proportion to their revenue take. QCA
pays all support costs.
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4. There is no change in the status of the option fee of $213,000 related
to the North America iNet operations. However this arrangement stands
if the option is not exercised then this agreement ends 31 December
31, 2005. If the option is exercised then QCA ceases to pay IGA any
fees under this agreement.
Yours sincerely
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
Director
Accepted for and on behalf of IA Global Acquisition Co
/s/ Xxxx Xxxxxxxxxx
-------------------------
By Xxxx Xxxxxxxxxx
Director
Accepted for and on behalf of IA Global Inc
/s/ Xxxx Xxxxxxxxxx
-------------------------
By Xxxx Xxxxxxxxxx
Director
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