Exhibit 10.5
SUPPORT SERVICES AGREEMENT
This Support Services Agreement, made and entered into as of September
1, 1996 between Inter-Con/PC, Inc. a Minnesota corporation (the "Company") and
MPF, Inc.
WHEREAS, Xxxxxxx X. Xxxxxxxx ("Xxxxxxxx") is the sole shareholder of
MPF; and
WHEREAS, Xxxxxxxx is a principal shareholder and full-time employee of
the Company; and
WHEREAS, there are certain overlapping benefits and services which
could be provided by the Company to Xxxxxxxx and/or MPF; and
WHEREAS, the parties desire to enter into an arrangement for these
overlapping benefits and services.
In consideration of the foregoing, of the mutual promises herein
contained, and of other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. TERM. This Support Services Agreement shall be for a term commencing
on September 1, 1996 and terminating on August 31, 1999 subject to any
termination or renewal as provided for in the Employment Agreement between the
Company and the Employee, dated September 1, 1996 (the "Employment Agreement").
2. SERVICES PROVIDED. MPF shall make available to the Company at
prices, conditions and terms as favorable for local and long distance carrier
services during the term of the Employment Agreement as that which MPF offers to
any other person, entity or other organization. The Company also acknowledges
and agrees that MPF currently owns and operates an Internet access switch hub in
the Minneapolis, Minnesota area and that such ownership and operation does not
cause a breach of the Employment Agreement or a violation of Xxxxxxxx'x
obligations pursuant to the Employment Agreement; provided however, that in no
event will MPF market Internet access switches or services directly in
competition with the Company during the term of the Employment Agreement and for
a period up to 18 months thereafter or as otherwise provided in Section 6 of the
Employment Agreement other than the sale of Internet services within the
Minneapolis/St. Xxxx calling area. MPF also agrees to participate in the
Company's network of Internet access switch providers, but only if the terms,
prices and conditions of such participation are as favorable as the terms,
prices and conditions the Company offers to any other person, entity or other
organization.
3. ADDITIONAL AFFILIATES. It is contemplated that MPF may transfer to a
new company certain services currently conducted by MPF, and as part of such a
transfer, Xxxxxxxx and MPF shall cause the new company to adopt this Support
Services Agreement and become a party hereto and being restricted in the same
manner as MPF as set forth in Paragraph 2 hereof.
MPF, INC. INTER-CON/PC, INC.
By: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxxxxxx
Its: CEO Its: CEO
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Date: 11/5/96 Date:
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XXXXXXX X. XXXXXXXX, with respect to the
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obligations contained in paragraph 3, only
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
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