Exhibit 10.18
NETWORK SALES AND SERVICE AGREEMENT
This Agreement made as of August 19, 1998, by and between QUEST NET Corp., a
Colorado Corporation, 0000 X Xxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxx Xxxxxxxxxx,
Xxxxxxx 00000 ("QUEST NET"), "), Real-Time Wireless, Inc. a Florida
Corporation, 000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx Xxxxx Xxxxxxx 00000
("REAL TIME") and REAL-TIME's parent company, Secure Transaction International
Corp., a Florida Corporation, 000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx
Xxxxx Xxxxxxx 00000 ("STIC").
W I T N E S E T H:
RECITALS
WHEREAS, QUEST NET operates data communications and message switching
networks and provides data network and communications services and related
equipment and devices, individually or through affiliates, suppliers and agents
(collectively referred to herein as QUEST NET); and
WHEREAS, REAL TIME wishes to purchase and use QUEST NET Network
Services (as defined in Section 2 below); and
WHEREAS, QUEST NET wishes to grant to REAL TIME the right to purchase
and use the QUEST NET Services; and
WHEREAS, STIC is the parent corporation of REAL-TIME, its wholly owned
subsidiary and,
WHEREAS, STIC intends to become a company whose securities are
publicly traded, and
WHEREAS, STIC's Board of Directors has authorized the conversion of
REAL-TIME preferred stock into the common stock of STIC.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the parties
hereto agree as follows:
1. DEFINITIONS. The following terms shall have the following meanings for
purposes of this Agreement:
1.1 "QUEST NETNet" shall mean the commercially available data, communications
and message switching network owned, controlled, and/or directly managed by
QUEST NET, its subsidiaries, affiliated companies, and agents.
1.2 "Documentation" shall mean and shall be deemed to be included in all
references to Equipment and/or Software hereunder and includes all reference
materials, operation and technical specifications, guides, user manuals or other
manuals or other materials in whatever form or on whatever media. REAL TIME may
not disclose, distribute or copy documentation nor print copies of any
documentation provided in electronic, digital, on-line or other form, except for
its own inter-company use, without QUEST NET' express written consent.
1.3 "Equipment" shall mean any equipment, devices, items, or other materials
supplied by QUEST NET to REAL TIME, or used by QUEST NET in connection with the
Services provided to REAL TIME. REAL TIME is responsible for returning all QUEST
NET supplied Equipment, which is in REAL TIME's possession, in good working
order (reasonable wear and tear excepted) at the termination or expiration of
this Agreement.
1.4 " Facility or Facilities" shall mean REAL TIME's offices located at 000
Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx Xxxxx Xxxxxxx 00000, from which
interconnection between REAL TIME and QUEST NET will be provided hereunder, or
any other physical location to which REAL TIME may relocate its offices, from
which interconnection will be provided hereunder, or such other physical
location, which the parties subsequently agree to in writing. QUEST NET shall
provide REAL TIME, within 30 days prior to installation of the Interconnection
and Equipment, or sooner upon the request of REAL TIME, with applicable
Facilities Requirements which specify the power, insurance, environmental
controls, cabling access, security and other requirements needed for the
installation of the Interconnection and Equipment. QUEST NET, at Real Time's
cost, shall be responsible for assuring that appropriate power, insurance,
environmental controls, cabling access, security and other requirements are
installed available and properly maintained in the Facility during the term of
this Agreement.
1.5 "Internet" shall mean the United States public communications networks
running the standard protocol known as "TCP/IP, among other communication
protocols.
1.6 "NOC" shall mean any QUEST NET designed Network Operations Center staffed by
QUEST NET personnel and responsible for coordinating and managing the operations
of QUEST NETNet and coordinating any interconnections between QUEST NETNet and
REAL TIME, as well as other network operators and telecommunications carriers.
1.7 "Site Renter" shall mean an item of Equipment provided by QUEST NET, which
uses the standard Internet communications protocol known as TCP/IP at REAL
TIME's Facility to interconnect REAL TIME to QUEST NET.
1.8 "Software" shall mean any programming software, computer code, and
instructions, including network design and other similar information or
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intangible property provided by QUEST NET to REAL TIME, or used by QUEST NET in
connection with providing services to REAL TIME under this Agreement.
2. TERM. The term of this Agreement shall be for a period of three (3) years
from the date that this Agreement is countersigned by QUEST NET, unless
terminated earlier by REAL TIME. Thereafter, this Agreement shall automatically
renew for additional twelve months periods unless notice is given by either
party, in writing, at least 30 days prior to the expiration of the Term, or any
renewal thereof of its intent not to renew. Such renewal(s) shall be at the
average monthly market rates in effect at the time of each renewal, less
negotiated discounts and upon such other terms and conditions as the parties may
mutually agree upon.
3. SCOPE OF SERVICES. For the purpose of this Agreement, REAL-TIME Services
shall consist of the following data, communications network services, message
switching and communication services, together with all Equipment and Software.
3.1. Attachment Services. QUEST NET attachment services shall consist of a
high-speed network connection between REAL TIME and QUEST NETNet at the
Facility. Such connection will facilitate communications between REAL TIME and
the Internet. The QUEST NETNet attachment will be installed, managed, and
operated by QUEST NET. QUEST NET will provide REAL TIME with all Equipment and
Software necessary to connect REAL TIME to QUEST NETNet and its attached
networks using the Internet standard referred to as TCP/IP protocol as well as
any necessary carrier circuits between REAL TIME's Facilities and QUEST NETNet.
3.2 Connectivity and Communication Circuits. QUEST NET will contract with the
appropriate communications carriers or other suppliers where necessary to
provide connectivity between REAL TIME and QUEST NETNet. QUEST NET and such
carriers and/or suppliers will be responsible for the physical management of the
circuits, attachments and operations hereunder and for access coordination and
central office services to help ensure end-to end responsibility for the
initiation and management of REAL TIME's connections.
3.3 Attachment Management and Operations. QUEST NET will provide for prompt
coordination and management of problem diagnosis, REAL TIME's determination and
resolution on REAL TIME's network attachment via REAL TIME's designated NOC for
any problems associated with QUEST NET Services. Equipment located at the NOC
will be operational 24 hours a day, on a continuous basis in order to respond to
operation and technical problems with Services, Equipment or Software. Account
and billing information, requests to upgrade, notify or add Services or other
customer service inquiries will be handled by REAL TIME's QUEST NET Account
Executive.
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3.4 Site Routers. QUEST NET will provide, install, manage, operate and service
all necessary Site Routers, routing equipment and/ or communication circuits at
REAL TIME's Facilities. REAL TIME may elect, by written notice, when ordering
either the initial services or any additional services hereunder, to provide and
be responsible for any required routers, routing equipment and/or communications
circuits to be installed and maintained at REAL TIME's Facilities, provided,
however, that REAL TIME must ensure compliance with any technical
specifications, operational character and REAL TIME's and other compatibility
requirements for interconnection, as contemplated hereunder. QUEST NET may
periodically release updates to REAL TIME's Site Routers. QUEST NET will install
such updates provided that QUEST NET maintenance personnel are given access to
the Facility for such installation. In the event that access is denied to QUEST
NET, REAL TIME will be responsible for such installation.
3.5 End Nodal Switching System. QUEST NET will also provide, if necessary,
Equipment which comprises an end nodal switching system ("ENSS"). This Equipment
may be changed from time to time at QUEST NET' sole and absolute discretion,
based on engineering changes, changes made to REAL TIME's Facilities, service
upgrades, or shift in selection of models or suppliers of items of Equipment.
Provided, however, that, in the event such change is necessary to ensure the
quality of Services provided to REAL TIME, such change shall be a mandatory
obligation of QUEST NET.
3.6 Network News. Without additional charge, and upon REAL TIME's request, QUEST
NET will provide REAL TIME with access to those news services, which QUEST NET
finds available at no charge for interconnection, or access through QUEST
NETNet. REAL TIME may elect to receive any or all of the available news services
and receive any information REAL TIME's selected providers choose to make
available. QUEST NET shall have no responsibility or liability for the
availability or content of such network news, including but not limited to its
accuracy, relevancy, propriety, or appropriateness. REAL TIME's use of such
service shall be the sole responsibility of REAL TIME.
3.7 Network Addressing and Domain Name Services (DNS). Network addresses
associated with REAL TIME's network and its designated networks which have
connectivity to QUEST NETNet, will be listed and/or advertised across QUEST
NETNet and other QUEST NET managed networks in the same manner as QUEST NET
lists and/or advertises all such addresses. Such listings or advertising may be
subject to QUEST NET' policies and the rules, regulations and other criteria
applicable to the Internet and/or other networks. REAL TIME agrees to accept all
necessary actions that QUEST NET takes to comply with same. QUEST NET and its
agents will work closely with REAL TIME's technical staff to implement the
required technical communications, filters and routing tables necessary to
ensure REAL TIME's network interoperability with the QUEST NETNet
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3.8 Network Backbone Services. Pursuant to the terms of this Agreement and for
the consideration set forth herein, QUEST NET will (i) provide Internet backbone
services, based upon the actual usage (ii) lease to REAL TIME the hardware
necessary to operate a minimum of three T3 lines, while configuring same to
operate in concert with the necessary router system and (iii) lease to REAL TIME
space for equipment in a "co-location" area providing the necessary electrical
supply, UPS backup and air conditioning. In addition, QUEST NET will provide
Technical Support on an ongoing basis to assist REAL TIME in the operation of
their business. QUEST NET will monitor all usage and will make available to REAL
TIME the Bandwidth necessary to operate its business. REAL TIME shall be
responsible for all applicable local loop charges. The charges for these
services shall not exceed the estimated costs set forth in Section 4 below,
provided however that if REAL TIME exceeds the estimated yearly Bandwidth usage,
requires additional equipment or incurs additional port charges the additional
costs shall be billed at the same rate set forth in Section 4.
4. COSTS AND PAYMENT.
4.1 Costs. The costs of the services to be provided will be at the rates set
forth on Exhibit "A" hereto and incorporated herein.
4.2 Payment. As pre-payment of the services to be rendered hereunder, REAL TIME
shall issue to QUEST NET 1,500,000 shares of the Company's Series A Preferred
Non-Voting Stock, $10.00 per share face value (the "Preferred Stock"), for an
aggregate dollar amount of US $15,000,000. The rights and preferences of the
Preferred Stock are more fully described in Exhibit "B" hereto and incorporated
herein The delivery of the Preferred certificates will take place within ten
business (10) days or less from the execution of this Agreement (the "Delivery
Date"). REAL TIME shall have the right to call the Preferred Stock not
converted, in whole or in part, at any time.
4.3 Conversion and Redemption of Preferred Stock. QUEST NET shall provide to
REAL TIME a monthly report showing the actual costs of Services, giving effect
to the 20% prepayment discount, provided by QUEST NET (the "Actual Costs").
Within fifteen days from the receipt of the invoice, REAL TIME or STIC shall
have the option to redeem that number of the Preferred Shares with a face value
equal to the Actual Costs (the "Redeemable Shares"), at a redemption price of
$10.00 per share. If REAL TIME or STIC does not redeem the Redeemable Shares
within such fifteen day period, QUEST NET shall have the right to convert the
Redeemable Shares, at a conversion rate equal to (i) the average 5 day bid price
(as of the date of conversion) of STIC's common stock (the " Common Stock"), if
the Common Stock is publicly traded, or at the book value per share of the
Common Stock, if the Common Stock is not publicly traded. If, upon termination
of this Agreement, by passage of time or otherwise, the Actual Costs are less
than the prepaid contract price, QUEST NET shall return to
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REAL TIME that number of Preferred Shares equal to the difference between the
Prepaid Contract Price and the Actual Costs.
5. MAINTENANCE SERVICE. REAL TIME will make its Facilities and/or Software
available to QUEST NET for prevention and remedial maintenance and/or
appropriate QUEST NET security checks. Except for remedial maintenance to
correct Service problems, QUEST NET will give REAL TIME at least 24 hours notice
and, whenever practical, will arrange same at mutually agreeable times to
minimize any disruption to REAL TIME's operations.
6. SERVICE LEVEL COMMITMENTS.
6.1 Commencement of Operations. Within 15 days after the execution of this
Agreement and the designation of a site by REAL TIME software and Services will
be fully operational.
6.2 Unavailability of Services. If the Services are unavailable for four (4)
hours or more in any calendar month, REAL TIME shall be entitled to a credit
equal to one (1) day's Service for each full four (4) hour period of
unavailability, to be taken by REAL TIME as a credit against subsequent invoices
for such Services, anytime within the immediately following two (2) months. In
the event that Services are unavailable for more than four (4) hours at any one
time, QUEST NET shall, at its sole cost, switch REAL TIME to another provider of
the Services until such time as QUEST NET can resume providing Services. The
period of unavailability will commence when REAL TIME notifies QUEST NET of
unavailability or when QUEST NET notifies REAL TIME of same, and shall end when
QUEST NET restores availability of the Service. If QUEST NET is unable to resume
providing Services for a period of 5 days or more, REAL TIME shall have the
option, at its sole discretion, to terminate this Agreement.
The term "unavailable shall mean that the Services are not available for use by
or being provided to REAL TIME. Services shall not be considered unavailable
because of (i) any regularly scheduled downtime or preventive or other
maintenance of which REAL TIME has been notified of in advance and has agreed
to; (ii) any maintenance or service interruptions requested by REAL TIME; (iii)
downtime or Service interruptions resulting from REAL TIME's acts or failure to
act in a timely and/or proper manner when notified to do so by QUEST NET,
including, without limitation, failure to install or properly use updates or to
make available the Facilities or components for testing or repair or to
otherwise comply with QUEST NET's instructions and service requirements; or (iv)
regular configuration or re-configuration periods.
7. SOFTWARE LICENSE. Subject to the terms of this Agreement, REAL TIME is hereby
granted a non-exclusive license and right to use the Software provided
hereunder, solely in connection with the Equipment and/ or
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Services to which the Software relates. REAL TIME's license and right to use the
Software will terminate immediately upon termination of this Agreement or if the
Services or Equipment to which the Software relates is no longer in use by REAL
TIME. REAL TIME may not duplicate, distribute, loan, lease or modify, the
Software or create derivative works without the consent of QUEST NET. REAL TIME
may not reverse engineer, decompile, or disassemble the Software.
8. NETWORK INFORMATION, COMMUNICATION AND SECURITY. The network connection
provided by QUEST NET may be used to facilitate communication between REAL
TIME's network and systems operated by REAL TIME and the other systems connected
by QUEST NETNet and the Internet. QUEST NET makes no representations or
warranties with respect to QUEST NETNet, the Services, Equipment, Software or
Documentation with regard to the blockage or prevention of the transmission of
viruses, worms or other programs, communications, data or other tangible or
intangible items which actually will or have the potential to be disruptive or
damaging to computers and related software
REAL TIME agrees to implement reasonable internal procedures to promote
efficient use of QUEST NETNet and to minimize and avoid, whenever commercially
practical, unnecessary network traffic, disruption, and interference with other
users of the interconnected network.
9. COMPLIANCE WITH LAWS. REAL TIME shall comply with all material applicable
present and future federal, state, county, local and, where necessary, foreign
laws, ordinances and regulations, including those governing the export of goods
or services from the United States, relating to the Services, Equipment,
Software, QUEST NETNet, Documentation and/or any other materials, services or
interconnection hereunder
10. LIMITED WARRANTY. QUEST NET warrants that the Services, Equipment and
Software will perform substantially in accordance with the QUEST NET'
Documentation, and any updates thereto and as represented to REAL TIME by QUEST
NET. QUEST NET also warrants that the Equipment or other tangible items provided
hereunder will be free from defects in material and workmanship under normal use
(the "Limited Warranty"). The Limited Warranty will be void if: (i) REAL TIME,
without QUEST NET's approval, modifies or alters the Services, Equipment or
Software uses or connects same in a manner inconsistent with QUEST NET's
requirements and specifications, or (ii) the failure results from accident,
abuse, misapplication or other use by REAL TIME, inconsistent with QUEST NET's
Documentation.
11. LIMITATION OF LIABILITIES AND REMEDIES. QUEST NET makes no attempt to verify
accurate or complete receipt of any transmission, message or communication and
except as set forth in this Agreement, is not responsible for any alteration or
loss of data resulting from delays, non
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deliveries, incorrect deliveries or interruptions, unless caused by the
negligence, misconduct, carelessness, misfeasance or malfeasance of QUEST NET.
In addition, QUEST NET has no obligation, liability or responsibility for, nor
does QUEST NET monitor the contents of any communications, messages, data or
information REAL TIME transmits or receives via the Services or Equipment,
except for those sent by QUEST NET to REAL TIME. Provided however, that QUEST
NET will be responsible for and monitor control and supervise data and
information used for operational engineering purposes and the efficient
operation of QUEST NETNet and interconnections thereto, including REAL TIME's.
12. UPGRADE OF SERVICE. REAL TIME may elect to upgrade the level of service
provided hereunder at any time without incurring a service charge for the
service upgrade, provided that the service upgrade will be in effect for at
least one year. The cost of any such upgrades will be invoiced and paid, from
the prepaid amount, as set forth in Section 4 above.
13. UNITED STATES GOVERNMENT RESTRICTED RIGHTS. The Software and associated
documentation are provided with RESTRICTED RIGHTS. Use, duplication or
disclosure is subject to restrictions set forth in DFARS 252.227-7013,
subparagraph (c) (1)(ii) [the Rights in Technical Data Computer Software clause]
or 48CFR52.227-19, subparagraphs (e) (1) and (2) [Commercial Computer Software
Restricted Rights], as applicable.
14. RELATIONSHIP OF PARTIES. Except as set forth herein, neither party shall
have any right or authority to create any obligation on the part of the other
party or bind the other party to any agreement.
15. INVESTMENT REPRESENTATION. QUEST NET hereby acknowledges that the Preferred
Shares and the shares underlying the Preferred Shares are not being registered
under the Securities Act of 1933, as amended (the "Securities Act"), or under
any state securities statute. The Preferred Shares and the shares underlying the
Preferred Shares are being acquired by QUEST NET for its own account, for
investment purposes only, and not with a view to any distribution thereof. QUEST
NET agrees that no transfer or other disposition of the Preferred Shares or the
shares underlying the Preferred Shares or any interest therein will be made in
violation of the Securities Act or any state securities statute. QUEST NET will
execute an Investment Letter to this effect.
16. NOTICES. Any notice required or permitted by this Agreement shall be in
writing and shall be delivered by U.S. Certified Mail, return receipt requested,
or by special messenger service with receipt (such as Federal Express), by
facsimile delivery or by hand at the addresses set forth above, or such
substitute address of which notice is given in like manner. The
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transmission confirmation receipt from the sender's facsimile machine shall be
conclusive evidence of successful facsimile delivery. Time shall be counted to,
or from, as the case may be, the delivery in person or by mailing.
17. GOVERNING LAW, VENUE AND ARBITRATION. This Agreement shall be deemed to be
executed in the State of Florida and governed by the laws of the State of
Florida. Any controversy or claim arising out of or relating to this Agreement
or to the interpretation, breach or enforcement thereof, except a claim for
injunctive relief, shall be submitted to an arbitrator and settled by
arbitration in Broward County Florida in accordance with the rules then
obtaining of the American Arbitration Association. Any award made by the
arbitrator shall be final, binding and conclusive on all parties hereto for all
purposes, and judgement may be entered thereon in any court having jurisdiction
thereof. Nothing contained herein shall serve to prohibit the parties from
seeking injunctive relief in a court of competent jurisdiction.
18. SEVERABILITY CLAUSE. In the event any parts of this Agreement are found to
be void, the remaining provisions of this Agreement shall nevertheless be
binding with the same effect as though the void parts were deleted.
19. SUCCESSORS. Subject to the provisions of this Agreement, this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
20. SECTION AND PARAGRAPH HEADINGS. The section and paragraph headings in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
21. WAIVER AND AMENDMENT. The waiver by any party to this Agreement of a breach
of any provision hereof by any other party shall not be construed as a waiver of
any subsequent breach by any party. No provision of this Agreement may be
terminated, amended, supplemented, waived or modified other than by an
instrument in writing signed by the party against whom the enforcement of the
termination, amendment, supplement, waiver or modification is sought.
22. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument. The execution of this Agreement may be
by actual or facsimile signature, provided however that original signatures must
be provided within ten days from the date of signing.
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23. ATTORNEY FEES AND COSTS. In the event any action is commenced, the
prevailing party shall be entitled to reasonable attorney's fees, costs and
expenses.
24. ASSIGNMENT. This Agreement may be assigned by REAL TIME to a wholly owned
subsidiary. No other assignment will be permitted by either party without the
other party prior written consent, which shall not be unreasonably withheld.
25. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties and supersedes all prior oral or written agreements regarding the
same subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year set forth below.
Dated: August 19, 1998
In the presence of:
Real-Time Wireless, Inc.
By: /s/ J. Xxxxxxx Xxxxxx
---------------------------
J. Xxxxxxx Xxxxxx, Chairman
Secure Transaction International
Corporation
[Illigible] BY /s/ J. Xxxxxxx Xxxxxx
------------------------ ---------------------------
J. Xxxxxxx Xxxxxx, Chairman
QUEST NET Corp.
BY: /s/ Xxxxxx Xxxxxxx
------------------------ ---------------------------
Xxxxxx Xxxxxxx, President
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Exhibit A
COST OF SERVICES
1. SETUP COSTS $6,000
2. BANDWIDTH
BANDWIDTH MONTHLY MONTHLY
DISCOUNTED
45 Mbps $55,5000x3 $165,000 $132,000
* MONTHLY PRICE BASED ON 95% USAGE.
** AVAILABILITY: ALL BACKBONE CITIES
*** EXCLUSIVE OF ANY XXXX SOUTH CHARGES WHICH MUST BE PAID BY STIC.
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EXHIBIT B
Description of Series "A" Preferred Stock
The Series A Preferred Stock of REAL TIME was properly authorized by the REAL
TIME's Board of Directors and will be filed with Secretary of State. The shares
initially have a designated face value of ten dollars ($10) per share. One
Hundred Million (100,000,000) shares of Preferred Stock have been authorized,
1,500,000 of which were designated as Series A and reserved for issuance as
consideration for this Transaction. The Series A Preferred shares have never
traded in the market and have never been registered as a part of any
registration statement filed by REAL TIME with the Securities and Exchange
Commission. The value of the shares was arbitrarily determined by REAL TIME's
Board of Directors after taking into consideration, among other things, the
features of the Series A Preferred Stock and the prospects for the company's
success in connection with projects acquired with Series A Preferred Stock.
The preferred stock features are:
1. $10.00 face value per share.
2. Non Voting
3. REAL TIME has the right to redeem at any time, any and all Preferred Shares
by payment of the face value thereof.
4. The Preferred Shares shall be convertible, at a conversion rate equal to (i)
the average 5 day bid price (as of the date of conversion) of STIC's common
stock (the "Common Stock"), if the Common Stock is publicly traded, or at the
book value per share of the Common Stock, if the Common Stock is not publicly
traded.
THE PREFERRED SHARES AND THE SHARES UNDERLYING THE PREFERRED SHARES ARE NOT
BEING REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER ANY STATE SECURITIES STATUTE. THE PREFERRED SHARES AND THE SHARE
UNDERLYING THE PREFERRED SHARES ARE BEING ACQUIRED BY QUEST NET FOR ITS OWN
ACCOUNT, FOR INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO ANY DISTRIBUTION
THEREOF. QUEST NET AGREES THAT NO TRANSFER OR OTHER DISPOSITION OF THE PREFERRED
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SHARES OR THE SHARES UNDERLYING THE PREFERRED SHARES OR ANY INTEREST THEREIN
WILL BE MADE IN VIOLATION OF THE SECURITIES ACT OR ANY STATE SECURITIES STATUTE.
QUEST NET WILL EXECUTE AN INVESTMENT LETTER TO THIS EFFECT.
FLORIDA LAW PROVIDES THAT WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN
FLORIDA, ANY SALE MADE IN FLORIDA IS VOIDABLE BY THE PURCHASER WITHIN THREE DAYS
AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE
COMPANY, AN AGENT OF THE COMPANY OR AN ESCROW AGENT OR WITHIN THREE DAYS AFTER
THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER
OCCURS LATER. SUCH WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY
PERSON. TO ACCOMPLISH SUCH WITHDRAWAL, YOU NEED ONLY SEND A LETTER OR TELEGRAM
TO THE COMPANY AT THE ADDRESS SHOWN HEREIN INDICATING YOUR INTENTION TO
WITHDRAW. SUCH LETTER OR TELEGRAM MUST BE SENT AND POSTMARKED PRIOR TO THE END
OF THE AFOREMENTIONED THIRD BUSINESS DAY. IF SENDING A LETTER, AN INVESTOR
SHOULD SEND IT BY CERTIFIED MAIL. RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS
RECEIVED AND TO EVIDENCE THE TIME WHEN IT IS MAILED. ANY ORAL REQUESTS FOR
RESCISSION SHOULD BE ACCOMPANIED BY A REQUEST FOR WRITTEN CONFIRMATION THE ORAL
REQUEST WAS RECEIVED ON A TIMELY BASIS.
AS REQUIRED BY SECTION 517.061(11)(A)3 FLORIDA STATUTES, AND RULE
3E-500.O5(5)(A) PROMULGATED THEREUNDER, YOU OR YOUR REPRESENTATIVES MAY HAVE, AT
THE OFFICES OF THE COMPANY AT ANY REASONABLE HOUR, AFTER REASONABLE PRIOR
NOTICE, ACCESS TO THE MATERIALS SET FORTH IN THE RULE WHICH THE COMPANY CAN
OBTAIN WITHOUT UNREASONABLE EFFORT OR EXPENSE.
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PROFESSIONAL CONSULTING AGREEMENT
This Agreement made as of August 19, 1998, by and between QUEST NET Corp., a
Colorado Corporation, 0000 X Xxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxx Xxxxxxxxxx,
Xxxxxxx 00000 ("QUEST NET"), "), Real-Time Phone Services, Inc. a Florida
Corporation, 000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx Xxxxx Xxxxxxx 00000
("REAL TIME") and REAL-TIME's parent company, Secure Transaction International
Corp., a Florida Corporation, 000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx
Xxxxx Xxxxxxx 00000 ("STIC").
WHEREAS, QUEST NET has substantial experience in computer technology
including data communications and message switching networks and the creating
and marketing of software, especially in the field of encryption; and
WHEREAS, QUEST NET operates data communications and message switching
networks and provides data network and communications services and related
equipment and devices, individually or through affiliates, suppliers and agents;
and
WHEREAS, QUEST NET, through its business operations and contacts is
made aware of new products and market opportunities that could benefit
REAL-TIME; and
WHEREAS, REAL-TIME wishes to enlist QUEST NET as a technology and
marketing consultant to provide assistance to REAL-TIME on an on-going basis
with regard to new product and market opportunities in the areas of computer
technology including data communications and message switching networks and the
creating and marketing of software, especially in the field of encryption; and
WHEREAS, STIC is the parent corporation of REAL-TIME, its wholly owned
subsidiary and,
WHEREAS, STIC intends to become a company whose securities are publicly
traded, and
WHEREAS, STIC's Board of Directors has authorized the conversion of
REAL-TIME preferred stock into the common stock of STIC.
NOW, THEREFORE, for the mutual promises and other consideration
described herein, the parties hereto agree as follows:
1. Services to be Provided by QUEST NET. QUEST NET's duties will
consist of (i) providing technology and marketing advice and analysis of new
product and market opportunities in the areas of computer technology (the
"Opportunities"), including data communications, message switching networks and
encryption and other related software (the "Software"); (ii) evaluating and
presenting to REAL-TIME the Opportunities; (iii) facilitating REAL-TIME's
relationship with the computer technology community and (iv) assisting REAL-TIME
to (a) introduce its encryption software product into various markets throughout
the United States and (b) help expand the
