MODIFICATION AGREEMENT
This Modification Agreement ("Modification Agreement"),
dated as of June 17, 1996, is entered into by and between
Executive TeleCard, Ltd. ("TeleCard") and Telefonos De
Mexico, S.A. DE C.V. ("TELMEX").
WHEREAS, TeleCard and TELMEX entered into a Contract of
Services, dated January 2, 1995, copy of which is attached
hereto as Exhibit A and incorporated herein for all
purposes; and
WHEREAS, upon mutual consent, the parties have agreed
to modify certain provisions of the Contract of Services;
NOW THEREFORE, in consideration of the foregoing and of
the mutual covenants hereinafter set forth and for other
good and valuable consideration the parties hereto agree as
follows:
1. Effective upon execution of this Modification
Agreement, the Contract of Services ("Contract") shall be
modified and amended as follows:
a) Paragraph 2.8 of the Contract shall be amended and, as
amended, shall read as follows:
TeleCard will provide additional equipment beyond the
initial one hundred twenty(120) incoming circuits required
under paragraph 1.1 of this agreement as needed in order to
maintain a grade of service level of one percent (1%). Upon
installation of additional circuits by TeleCard in excess of
the one hundred and twenty (120)circuits, TELMEX shall pay
TeleCard ten percent (10%) of the gross revenues actually
collected by TELMEX for all domestic and outbound
international calls
made by TELMEX cardholders. TELMEX shall not be required to
pay TeleCard the ten percent (10%) fee as to any amounts
billed by TELMEX but not collected due to bad debt, fraud or
refusal of a cardholder to pay due to poor transmission
quality of a call.
b) Paragraph 3.9 of the Contract shall be amended and, as
amended, shall read as follows:
TELMEX shall pay TeleCard at a rate of $0.08 US per unit of
call decremented for all calls originating from outside
Mexico. TELMEX shall pay TeleCard at a rate of $0.008 US per
unit of call decremented for all calls originating from
within Mexico.
c) Paragraph 3.11 of the Agreement is deleted in it's
entirety;
d) Paragraph 3.13 of the Contract shall be amended and, as
amended, hall read as follows:
All cards will be deactivated twelve (12) months following
the date of activation. TELMEX shall pay TeleCard at the
rate of $0.04 US per unit deactivated by TeleCard.
e) The following paragraph, denominated paragraph 3.20
shall be added to the Contract and shall read as follows:
TeleCard will invoice TELMEX for the charges set forth in
3.9 and 3.13 hereinabove monthly. TELMEX will pay TeleCard
within 30 days of receipt of the invoice.
2. As modified by paragraphs 1 a, b, c, d and e of
this Modification Agreement, the Contract of Services, dated
January 2, 1995, is hereby ratified and reaffirmed by the
parties hereto and remains in full force and effect.
1N WITNESS WHEREOF, the parties hereto have caused this
Modification Agreement to b~ executed by their duly
authorized representatives as of the day and year first set
forth above.
TELEFONOS DE MEXICO, S.A. DE C.V.
By: Xxxxxx Xxxxxxxx Xxxxxx
Its: Finance Manager
EXECUTIVE TELECARD, LTD.
By: Xxxxx Xxxxxx
Its: Executive Vice President
