EXHIBIT 10.1
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of the 10th day of December, 1999 (the
"AGREEMENT"), by and among (i) ILINK TELECOM, INC. ("ILINK"), a Nevada
corporation having its principal office at 000 Xxxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0, (ii) 9278 DISTRIBUTORS INC. ("9278"), a
New York corporation having its principal office at 0000 Xxxxxxxxxxxxxx Xx.,
Xxxxx, Xxx Xxxx 00000, and (iii) XXXXX XXXXXXX (the "Executive"). Each of iLink
and 9278 are sometimes hereinafter individually referred to as a "COMPANY" and
together as the "COMPANIES."
R E C I T A L S:
Each of the Companies desires to employ the Executive, and the
Executive desires to accept such employment by the Companies, upon the terms and
conditions hereinafter set forth.
In consideration of the mutual covenants and agreements set forth
herein, the parties agree as follows:
1. Employment and Duties.
(a) iLink agrees to employ the Executive as its Chairman of the Board
and Chief Executive Officer and the Executive accepts such
employment and agrees to perform all duties and services
consistent with the Executive's position. The Executive shall be
the highest ranking official of iLink and shall hold the highest
executive authority within iLink
(b) 9278 agrees to employ the Executive as its Chairman of the Board
and Chief Executive Officer and the Executive accepts such
employment and agrees to perform all duties and services
consistent with the Executive's position. The Executive shall be
the highest ranking official of 9278 and shall hold the highest
executive authority within 9278. iLink, in its capacity as a
shareholder of 9278, shall take no action inconsistent with this
Agreement.
(c) The Executive agrees to devote at least two-thirds of the
Executive's business time, attention and energy to perform the
Executive's duties and services hereunder; provided, however, that
the Executive may conduct other projects which do not detract a
significant amount of the Executive's time and attention from his
duties and services hereunder. The Executive shall not be required
to perform his duties hereunder at a location other than at the
corporate headquarters of 9278, which shall be located in the City
of New York, except for reasonable travel which may be required of
the Executive.
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(d) Each Company agrees that it shall nominate the Executive to be a
director of such Company at each election of directors of such
Company to be held during the Employment Period (as defined
below), and to recommend to the shareholders of such Company to
vote their shares in favor of the election of the Executive as a
director of such Company at all such meetings. The Executive
agrees to serve as a director of each Company for no additional
consideration, except as may be provided to all directors
generally.
2. Term of Employment. This Agreement shall commence on the date hereof
and end on the third anniversary of the date hereof, unless sooner terminated as
provided in Section 5 hereof, and subject to extension as hereinafter provided
(the "EMPLOYMENT PERIOD"). At the expiration of the initial three (3) year
Employment Period, and any extension thereof, the Employment Period shall
automatically be extended, without any action on the part of either Company or
the Executive for an additional period of one (1) year, unless a Company shall
have submitted a written notice of non-extension to the Executive or the
Executive shall have submitted a written notice of non-extension to one or both
of the Companies, in each case not less than four (4) months prior to the
expiration of the then scheduled Employment Period.
3. Compensation and Benefits.
3.1 Base Salary. ILink shall pay the Executive a base salary per annum
("BASE SALARY") in each year of Employment Period as follows:
YEAR BASE SALARY
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First $200,000
Second $225,000
Third $250,000
The Base Salary may be increased from time to time in the sole
discretion of the Compensation Committee of the Board of Directors of iLink and
in any event will be increased annually to reflect corresponding increases in
the United States Department of Labor, Bureau of Labor Statistics, Consumer
Price Index, All Urban Consumers, United States City Average. The Base Salary
shall be payable at such intervals as salaries are paid by iLink to its other
executive employees.
3.2 Cash Bonuses and Stock Option Grants. In addition to the Base
Salary, with respect to each fiscal year during the Employment Period, iLink
shall compensate the Executive with cash bonuses and stock option grants in
amounts to be determined by the Compensation Committee of the Board of Directors
of iLink, in its sole discretion, based upon, among other things, the growth of
such Company through acquisitions, iLink's economic performance and, if iLink's
Common Stock is publicly traded, increases in the market price of iLink's Common
Stock.
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3.3 Benefit Plans. During the Employment Period, the Executive shall be
entitled to participate in all plans adopted for the general benefit of iLink's
employees or executive employees, such as pension plans, medical plans,
investment plans and group or other insurance plans and benefits, to the extent
that the Executive is and remains eligible to participate therein and subject to
the eligibility provisions of such plans in effect from time to time. The
Executive shall be reimbursed for his reasonable out-of-pocket expenses incurred
in the performance of his duties upon submission of appropriate evidence thereof
in conformity with iLink's normal company policy.
3.4 Automobile. The Companies shall lease a luxury automobile for the
exclusive use and benefit of the Executive. If an automobile is currently leased
by either Company for the benefit of the Executive, the replacement automobile
shall be of a type similar to the one currently leased. The lease shall contain
a clause allowing the Executive to purchase the automobile at the termination of
the term of the lease.
3.5 Indemnification. Each Company hereby agrees to indemnify and hold
harmless the Executive to the full extent permitted by the corporate law and
other relevant statutes in the applicable jurisdiction of incorporation. Each
Company agrees to advance to the Executive, as and when incurred by the
Executive, all costs and expenses arising from any claim as to which such
Company is providing indemnification hereunder.
4. Vacation. For each year during the Employment Agreement, the
Executive shall be entitled to paid vacation in accordance with iLink's standard
policy, but in no event shall the Executive be entitled to less than four (4)
weeks vacation per annum.
5. Termination.
5.1 Death. This Agreement shall automatically terminate upon the death
of the Executive, whereupon the Companies shall be obligated to pay to the
Executive's estate any unpaid Base Salary through the date of death and Bonus,
if any, as determined by the Board of Directors. Amounts payable under this
Section 5.1 shall be payable at the times and intervals set forth in Sections
3.1 and 3.2 hereof.
5.2 Disability. The Companies shall have the right to terminate this
Agreement during the continuance of any Disability of the Executive, as
hereafter defined, upon fifteen (15) days' prior notice to the Executive during
the continuance of the Disability. "Disability" for purposes of this Section 5.2
shall mean an inability by the Executive to perform a substantial portion of the
Executive's duties hereunder by reason of physical or mental incapacity or
disability for a total of one hundred eighty (180) days or more in any
consecutive period of three hundred and sixty-five (365) days, as determined by
the Board of Directors in its good faith judgment. In the event of a termination
by reason of the Executive's Disability, the Companies shall be obligated to pay
the Executive any unpaid Base Salary through the date of termination,
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and Bonus, if any, as determined by the Board of Directors. Amounts payable
under this Section 5.2 shall be payable at the times and intervals set forth in
Sections 3.1 and 3.2 hereof.
5.3 Termination by the Company for Due Cause. Nothing herein shall
prevent a Company from terminating Executive's employment for Due Cause.
Executive shall continue to receive salary for the period ending with the date
of such termination as provided in this Section 5.3. Any rights and benefits he
may have in respect of any other compensation or employee benefit plans or
programs of such Company shall be determined in accordance with the terms of
such other compensation arrangements or such other plans or programs.
The term "Due Cause", as used herein, shall mean that (a) the Executive
has committed a willful, serious act, such as embezzlement, against the Company
intending to enrich himself at the expense of the Company or (b) the Executive,
in carrying out his duties hereunder, has been guilty of willful, gross
negligence resulting in either case in material harm to the Company (this
provision shall not apply to any particular instance which is merely the result
of any good faith error in judgment), (c) the willful and continued failure by
Executive to substantially perform his duties with the Company (other than any
such failure resulting from Executive's incapacity due to physical or mental
illness), after a demand for substantial performance is delivered to Executive
by the Board which specifically identifies the manner in which the Board
believes that Executive has not substantially performed his duties, or (d) the
willful engaging by Executive in gross misconduct materially and demonstrably
injurious to the Company. For purposes of this paragraph, no act, or failure to
act, on Executive's part shall be considered "willful"unless done, or omitted
to be done, by Executive, not in good faith and without reasonable belief that
Executive's action or omission was in the best interest of the Company.
Notwithstanding the foregoing, Executive shall not be deemed
to have been terminated for Due Cause unless and until there shall have been
delivered to him a copy of a resolution duly adopted by the affirmative vote of
not less than two-thirds (2/3) of the entire membership of the Board at a
meeting of the Board called and held for the purpose (after reasonable notice to
Executive and an opportunity for Executive, together with his counsel, to be
heard before the Board), finding that, in the good faith opinion of the Board,
Executive was guilty of conduct set forth above and specifying the particulars
thereof in detail.
5.4 Termination by the Company other than for Due Cause. The
foregoing notwithstanding, a Company may terminate the Executive's employment
for whatever reason it deems appropriate, provided, however, that in the event
such termination is not due to permanent disability as provided in Section 5.2,
or based on Due Cause as provided in Section 5.3, the Executive will continue to
receive his Base Salary as provided in Section 3 for the remaining Term of the
Agreement (as it may be extended), but in no event for more than thirty-five
(35) months or less than twenty-four (24) months from the date of such
termination. During the period of salary continuation hereunder, the Executive
will be entitled to continued benefit coverage and benefit credits as provided
in Section 3 hereof or the economic equivalent.
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5.5 Termination by the Executive for Good Reason. Executive may
terminate his employment by either Company under this Agreement for Good Reason
in which event the Company shall still have the same obligations to Executive
under this Agreement as provided for in Section 5.4.
(a) "Good Reason" shall mean:
(i) Without Executive's express written consent, the assignment
to Executive of any duties inconsistent with his positions,
duties, responsibilities and status with the Company or a
change in his reporting responsibilities, title or offices,
or any removal of Executive from or any failure to re-elect
him to any of such positions, except in connection with the
termination of his employment for Due Cause, Disability or
Retirement or as a result of his death, or by Executive other
than for Good Reason;
(ii) A reduction in Executive's Base Salary or benefits or a
breach of the Company's obligations undertaken in this
Agreement;
(iii) In the event of the occurrence of a Change in Control, this
Agreement may be terminated by Executive upon the occurrence
thereafter of one or more of the following events (in
addition to those enumerated above):
(A) Any failure to elect or re-elect Executive, or removal of
Executive, as a director of the Company (or any successor
thereto), if Executive shall have been a director of the
Company immediately prior to the Change in Control, or
the office of the Company which Executive held
immediately prior to a Change in Control;
(B) A significant adverse change in the nature or scope of
the authorities, powers, functions, responsibilities or
duties attached to the position with the Company which
Executive had immediately prior to the Change in Control,
or the termination of Executive's rights to any Benefits
to which he was entitled immediately prior to the Change
in Control or a reduction in scope or value thereof
without the prior
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written consent of Executive, any of which is not
remedied with ten (10) calendar days after receipt by the
Company of written notice from Executive of such change,
reduction or termination, as the case may be;
(C) A determination by Executive made in good faith that as a
result of a Change in Control and a change in
circumstances thereafter significantly affecting his
position, he has been rendered substantially unable to
carry out, or has been substantially hindered in the
performance of, any of the authorities, powers,
functions, responsibilities or duties attached to his
position immediately prior to the Change in Control,
which situation is not remedied within ten (10) calendar
days after receipt by the Company of written notice from
Executive of such determination;
(D) The liquidation, dissolution, merger, consolidation or
reorganization of the Company or transfer of all or a
significant portion of its business and/or assets unless
the successor or successors (by liquidation, merger,
consolidation, reorganization or otherwise) to which all
or a significant portion of its business and/or assets
have been transferred (directly or by operation of law)
shall have assumed all duties and obligations of the
Company under this Agreement; or
(E) The Company shall relocate its principal executive
offices or require Executive to have as his principal
location of work any location which is in excess of 50
miles from the location thereof immediately prior to the
Termination Date or to travel away from his office in the
course of discharging his responsibilities or duties
hereunder more than thirty (30) consecutive calendar days
or an aggregate of more than sixty (60) calendar days in
any consecutive 365-calendar day period without in either
case his prior consent.
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(iv) Executive is not elected a director or appointed Chairman of
the Board of the Company.
(b) Change in Control. For purposes of this Agreement, a "Change in
Control" of a Company shall have occurred if at any time durin g the term (as
that term is hereafter defined), any of the following events shall occur:
(i) The Company is merged, or consolidated, or reorganized into
or with another corporation or other legal person, and as a
result of such merger, consolidation or reorganization less
than 51% of the combined voting power of the
then-outstanding securities of such corporation or person
immediately after such transaction are held in the aggregate
by the holders of voting securities of the Company
immediately prior to such transaction;
(ii) The Company sells all or substantially all of its assets to
any other corporation or other legal person and thereafter
less than 51% of the combined voting power of the
then-outstanding voting securities of the acquiring or
consolidated entity are held in the aggregate by the holders
of voting securities of the Company immediately prior to
such sale;
(iii) There is a report filed after the date of this Agreement on
Schedule 13D or Schedule 14D-1 (or any successor schedule,
form or report), each as promulgated pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act")
disclosing that any person (as the term "person" is used in
Section 13(d)(3) or Section 14(d)(2) of the Exchange Act)
has become the beneficial owner (as the term "beneficial
owner" is defined under Rule 13 d-3 or any successor rule or
regulation promulgated under the Exchange Act) representing
25% or more of the combined voting power of the
then-outstanding voting securities of the Company;
(iv) The Company shall file a report or proxy statement with the
Securities and Exchange Commission pursuant to the Exchange
Act disclosing in response to Item 1 of Form 8-K thereunder
or Item 5(f) of Schedule 14A thereunder (or any successor
schedule, form or report or item therein) that the change in
control of the Company has or may have
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occurred or will or may occur in the future pursuant to any
then-existing contract or transaction; or
(v) During any period of two consecutive years, individuals who
at the beginning of any such period constitute the directors
of the Company cease for any reason to constitute at least a
majority thereof, unless the election or the nomination for
election by the Company's shareholders of each director of
the Company first elected during such period was approved by
a vote of at least two-thirds of the directors of the
Company then still in office who were directors of the
Company at the beginning of such period.
5.6 Notice of Termination. Any Notice of Termination by a Company
pursuant to Section 5.4 or by Executive pursuant to Section 5.5 shall be
communicated by written Notice of Termination to the other party hereof. For
purposes of this Agreement, a "Notice of Termination" shall mean a notice which
shall indicate the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.
5.7 Date of Termination. "Date of Termination" shall mean:
(a) If Executive's employment is terminated pursuant to Section
5.5, the date specified in the Notice of Termination, and
(b) If Executive's employment is terminated for any other reason,
the date on which a Notice of Termination is given; provided that if within
thirty (30) days after any Notice of Termination is given, one party notifies
the other party that a dispute exists concerning the termination, the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written agreement of the parties, by a binding and final arbitration
award or by a final judgment, order or decree of a court of competent
jurisdiction (the time for appeal thereof having expired and no appeal having
been perfected).
6. Restrictions.
6.1 Confidentiality.
(a) The Executive recognizes that the Executive's position
with the Companies is one of trust and confidence. The Executive acknowledges
that, during the course of the Executive's employment with the Companies, the
Executive has been and will necessarily become acquainted with confidential
information relating to the customers and suppliers (including names, addresses
and telephone numbers) of each Company, and trade secrets,
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processes, methods of operation and other information, which such Company
regards as confidential and in the nature of trade secrets (collectively
"Confidential Information"). The Executive acknowledges and agrees that the
Confidential Information is of incalculable value to the Company and that the
Company would suffer damage if any of the Confidential Information was
improperly disclosed.
(b) The Executive covenants and agrees that the Executive
will not, at any time during or after the termination of the Executive's
relationship with the Companies, reveal, divulge, or make known to any person,
firm or corporation, any Confidential Information made known to the Executive or
of which the Executive has become aware, regardless of whether developed,
prepared, devised or otherwise created in whole or in part by the efforts of the
Executive, except and to the extent that such disclosure is necessary to carry
out the Executive's duties for a Company. The Executive further covenants and
agrees that the Executive shall retain all Confidential Information in trust for
the sole benefit of the respective Company, and will not divulge or deliver or
show any Confidential Information to any unauthorized person including, without
limitation, any other employer of the Executive.
6.2 Non-Competition. 9278 is in the business of wholesaling
prepaid phone cards (the "BUSINESS"). Executive acknowledges and the highly
competitive nature of the industry in which the Business is involved.
Accordingly, in consideration of the premises contained herein, the
consideration to be received hereunder, stock options to be granted Executive,
Executive shall not, during the Non-Competition Period (as defined below): (i)
directly or indirectly engage, whether or not such engagement shall be as a
partner, stockholder, affiliate or other participant, in any Competitive
Business (as defined below), or represent in any way any Competitive Business,
whether or not such engagement or representation shall be for profit providing
services to customers of iLink or its affiliates; (ii) interfere with, disrupt
or attempt to disrupt the relationship, contractual or otherwise, between iLink
or 9278 and any other person or entity, including, without limitation, any
customer, supplier, employee or consultant iLink or 9278; (iii) induce any
employee of iLink or 9278 to terminate his employment with such Company or to
engage in any Competitive Business in any manner described in the foregoing
clause (i) (as well as an officer or director of any Competitive Business); or
(iv) affirmatively assist or induce any other person or entity to engage in any
Competitive Business in any manner described in the foregoing clause (i) (as
well as an officer or director of any Competitive Business). Anything contained
in this Section 6.2 to the contrary notwithstanding, an investment by Executive
in any publicly-traded company in which Executive and his affiliates exercise no
operational or strategic control and which constitutes less than 5% of the
capital of such entity shall not constitute a breach of this Section 6.2.
Notwithstanding anything to the contrary contained in this Agreement,
Executive shall not be prohibited from serving as a non-employee director of any
other business entity during the Non-Competition Period; provided, however, that
such service does not constitute an impermissible conflict of interest under the
law of the applicable jurisdiction of incorporation
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and does not interfere in any material respect with Executive's ability to
perform his duties hereunder.
As used herein, "Non-Competition Period" shall mean the period
commencing on the date hereof and terminating on the Termination Date; provided,
however, that if the Term of Employment shall have been terminated by the
Company, pursuant to Section 5.3, or by the Executive other than pursuant to
Section 5.5, then "Non-Competition Period" shall mean the period commencing on
the date hereof and ending on the first anniversary of the Termination Date.
"Competitive Business" shall mean any business in any State of the United States
in any line of business in which the iLink or 9278 was engaged or had a formal
written plan to enter as of the Termination Date.
Executive understands that the foregoing restrictions may limit his
ability to earn a livelihood in a business similar to the business of the
Company, but he nevertheless believes that he has received and will receive
sufficient consideration and other benefits as an employee of the Company and as
otherwise provided hereunder and pursuant to other agreements between the
Company and Executive to justify clearly such restrictions which, in any event
(given his education, skills and ability), Executive does not believe would
prevent him from earning a living.
If at any time the provisions of this Section 6 shall be determined to
be invalid or unenforceable, by reason of being vague or unreasonable as to
area, duration or scope of activity, this Section 6 shall be considered
divisible and shall become and be immediately amended to only such area,
duration and scope of activity as shall be determined to be reasonable and
enforceable by the court or other body having jurisdiction over the matter; and
the Executive agrees that this Section 6 as so amended shall be valid and
binding as though any invalid or unenforceable provision had not been included
herein.
7. Enforcement. The Executive acknowledges that iLink or 9278 will
suffer substantial and irreparable damages not readily ascertainable or
compensable in terms of money in the event of the breach of any of the
Executive's obligations under Section 6 and hereof. The Executive therefore
agrees that the provisions of Section 6 shall be construed as an agreement
independent of the other provisions of this Agreement and any other agreement
and that iLink or 9278, in addition to any other remedies (including damages)
provided by law, shall have the right and remedy to have such provisions
specifically enforced by any court having equity jurisdiction thereof. The
rights and remedies set forth in this Section 7 shall be in addition to, and not
in lieu of, any other rights and remedies available to such Company under law or
equity.
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8. Miscellaneous Provisions.
8.1 Entire Agreement. This Agreement sets forth the entire
agreement and understanding between the parties with respect to the subject
matter hereof and supersedes all prior agreements, arrangements, and
understandings between the parties with respect to the subject matter hereof.
8.2 Modification. This Agreement may be amended, modified,
superseded, canceled, renewed or extended, and the terms or covenants hereof may
be waived, only by a written instrument executed by both of the parties or in
the case of a waiver, by the party waiving compliance.
8.3 Waiver. The failure of either party at any time or times to
require performance of any provision hereof in no manner shall affect the right
at a later time to enforce the same. No waiver by either party of a breach of
any term or covenant contained in this Agreement, whether by conduct or
otherwise, in any one or more instances, shall be deemed to be or construed as a
further or continuing waiver of any such breach or a waiver of any other term or
covenant contained in this Agreement.
8.4 Notices. All notices, demands, consents or other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly given) upon the earlier of receipt, one business day
after being sent by telecopier or three business days after being sent by
registered or certified mail: (i) if to either Company, at the principal
business address of such Company in the City of New York, (ii) if to the
Executive, at the home address of Executive as set forth on the payroll records
of the Company, or in either case, to such other address as either party shall
hereafter specify by notice to the other party. Copies of all notices given
pursuant to this paragraph shall be simultaneously sent to Xxxxx X. Xxxxxx,
Esq., c/o Xxxxxx Xxxxxx Xxxxxx & Xxxx, 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000. Irrespective of the foregoing, notice of change of address shall
be effective only upon receipt.
8.5 Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of New York applicable to contracts
made and to be performed wholly within such state.
8.6 Arbitration. Any controversy or claim arising out of or
relating to this Agreement, the making, interpretation or the breach thereof,
other than a claim solely for injunctive relief for any alleged breach of the
provisions of Section 6 as to which the parties shall have the right to apply
for specific
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performance to any court having equity jurisdiction, shall be resolved by
arbitration in New York, New York in accordance with the Commercial Arbitration
Rules of the American Arbitration Association and judgment upon the award
rendered by the arbitrators may be entered in any court having jurisdiction
thereof and any party to the arbitration may, if such party so elects, institute
proceedings in any court having jurisdiction for the specific performance of any
such award. The powers for the arbitrator or arbitrators shall include, but not
be limited to, the awarding of injunctive relief. The arbitrator shall include
in any award in the prevailing party's favor the amount of his or its reasonable
attorney's fees and expenses and all other reasonable costs and expenses of the
arbitration. In the event the arbitrator does not rule in favor of the
prevailing party in respect of all the claims alleged by such party, the
arbitrator shall include in any award in favor of the prevailing party the
amount of his or its reasonable costs and expenses of the arbitration as he
deems just and equitable under the circumstances. Except as provided above, each
party shall bear his or its own attorney's fees and expenses and the parties
shall bear equally all other costs and expenses of the arbitration.
8.7 Assignability. This Agreement, and the Executive's rights and
obligations hereunder, may not be assigned by the Executive. A Company may
assign its rights, together with its obligations hereunder, only to a successor
by merger or by the purchase of all or substantially all of the assets and
business of such Company and such rights and obligations shall inure to, and be
binding upon, any such successor.
8.8 Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective legal representatives,
heirs, permitted successors and permitted assigns.
8.9 Headings and Word Meanings. Headings and titles in this
Agreement are for convenience of reference only and shall not control the
construction or interpretation of any provisions hereof. The words "herein,"
"hereof," "hereunder" and words of similar import, when used anywhere in this
Agreement, refer to this Agreement as a whole and not merely to a subdivision in
which such words appear, unless the context otherwise requires. The singular
shall include the plural unless the context otherwise requires.
8.10 Separability. Any term or provision of this Agreement which
is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.
8.11 Currency. All amounts to be paid hereunder shall be paid in
lawful money of the United States of America.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
ILINK TELECOM INC.
By: /s/ Amar Bahadorrsingh
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Name: Xxxx Xxxxxxxxxxxxx
Title: President
9278 DISTRIBUTORS INC.
By: /s/ Xxxx Xxxxxxxxxxxxx
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Name: Xxxx Xxxxxxxxxxxxx
Title: President
/s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
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