Exhibit 10.5.1
IR-99-03
MODIFICATION #02
ELECTRONIC TAX ADMINISTRATION
MEMORANDUM OF AGREEMENT
BETWEEN THE INTERNAL REVENUE SERVICE,
U.S. AUDIOTEX CORPORATION
A. INTRODUCTION:
This Electronic Tax Administration ("ETA") Memorandum of Agreement ("Agreement")
between the Internal Revenue Service ("IRS") and U.S. Audiotex Corporation
("USA"), sets forth the complete agreement of the parties with regard to USA's
participation as an "Industry Partner" of the IRS with respect to credit card
payments. The parties agree that, except as provided below, USA agrees to comply
with all relevant statutory, regulatory, and administrative requirements
relating to the electronic filing program and to the Taxpayer Relief Act of
1997.
This is a non-monetary, zero dollar, fixed priced Agreement. As such, no
compensation will be paid for services rendered under this Agreement.
B. AUTHORITY:
This Agreement is entered into pursuant to the authority vested in the
Commissioner of the IRS by Treasury Order 150-10 to administer and enforce the
internal revenue laws and revenue procedures for electronic filing. Authority is
also vested in the Commissioner of IRS by the statutory authority 26 U.S.C.
6311(d)(2), to enter into contracts to obtain services related to receiving
payment by credit cards. Such payments are subject to Section 6311 of the
Internal Revenue Code.
This Agreement is not an "acquisition" as that term is defined in the Federal
Acquisition Regulation ("FAR") 2.101; therefore, the FAR does not apply to this
Agreement.
C. BACKGROUND AND PURPOSE:
This Agreement resulted from the evaluation and selection by the IRS of a
proposal received in response to a solicitation or Request for Proposals ("RFP")
for ETA Partnerships. Proposals were sought for non-monetary Agreements formally
described as approach 2 in the IRS Draft RFP ("DRFP") for ETA contracts and
agreements.
The purpose of this amendment is to exercise the Option year (2000 filing
season) of this Agreement. In doing so, U.S. Audiotex will accept credit card
payments for the Year
2000 filing season for the 1040 balance due application; pilot acceptance of
credit card payments for 1040 Estimated Taxes (1040ES) and pilot acceptance of
4868 payments, Extension of Time to File. The result may either reduce or remove
barriers to using the existing ETA program.
D. DEFINITIONS:
N/A
E. APPLICABLE DOCUMENTS:
N/A
F. AUTHORIZED REPRESENTATIVES:
Communication between the Participant and the IRS shall be conducted through the
points of contact listed below unless otherwise agreed upon by the parties.
IRS TECHNICAL REPRESENTATIVE:
The IRS Authorized Technical Representative designated for this agreement is:
Xxxxx Xxxxxxx
Telephone: (000) 000-0000
FAX: (000) 000-0000
email: xxxxx.xxxxxxxxxx.xxx.xxx
The technical representative is responsible for the management of the technical
details within the scope of this agreement. This individual shall be responsible
for the overall management and coordination of this agreement and shall act as
the central point of contact with the Participant. This representative is
responsible for the inspection and acceptance of all reports, and such other
responsibilities as may be specified in the agreement.
The technical representative does not have authority to alter the Contractor's
obligations or to change the agreement specifications, terms or conditions. If,
as a result of technical discussions, it is desirable to modify agreement
obligations or the statement of work, changes will be issued in writing and
signed by the IRS Signatory Authority.
The technical representative for this agreement may be changed at any time by
the Government and without prior notice to the participant.
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IRS SIGNATORY AUTHORITY:
The IRS Signatory Authority designated for this agreement is:
Xxxxxxxx X. Xxxxxx, National Director
Electronic Program Enhancement
The Signatory Authority is the only person authorized to make or approve changes
in the requirements of this agreement, and notwithstanding any clauses contained
elsewhere in this agreement, the said authority remains solely with the
Signatory Authority. In the event the Participant makes any change at the
direction of any person other than the Signatory Authority, the change will be
considered to have been made without authority.
PARTICIPANT'S AUTHORIZED REPRESENTATIVE:
Xxxxx Xxxxxxx, Vice President
U.S. Audiotex Corporation
0000 Xxx Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Telephone: 0-000-000-0000
Fax: 0-000-000-0000
email: xxxxxxxx(a)xxxxxxxxxx.xxx
The individual designated above as the Participant's Authorized Representative
shall have the authority to agree to changes in the agreement on behalf of the
Participant. This individual shall be responsible for the overall management and
coordination of this agreement and shall act as the central point of contact
with the Government. This individual shall have full authority to act for the
Participant in the performance of the agreement and shall meet with the IRS
Technical Representative to discuss problems as they occur. The Participant's
Authorized Representative shall respond within four work hours after
notification of the existence of a problem.
G. DUTIES AND RESPONSIBILITIES OF THE PARTICIPANT:
USA agrees, through January 31, 2001, at no charge to the IRS, to:
1. Provide taxpayer access to the credit card transaction processing network
from 9:00 am, eastern time, on the start date through midnight, Hawaii
time, on the end date for each federal tax payment application as follows:
1040 Balance Due January 14, 2000-October 16, 2000
4868 January 14, 2000-April 17, 2000
1040ES Estimated Taxes March 1, 2000-January 31, 2001
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2. Provide taxpayer access to the credit card transaction processing network
at a rate equal to or exceeding 95% availability (total number of
customers accessing the Participant's credit card transaction network on
the first attempt/total number of attempts).
3. An accuracy rate to the Government of 99% or higher for transmitted
transaction data. This includes accuracy of electronic payment data
received from the taxpayer and subsequently sent to the Government as well
as data resulting from intermediate actions taken by the Contractor
necessary for coding, applying and transmitting payment data.
4. Marketing plan and deliverables that support and facilitate public
awareness of e-file and electronic payments. This will include (1)
development and execution of an Electronic Payment Marketing Plan (to
include IRS e-file key messages, plan milestones/deliverables and
measurements for success); (2) description of how the Contractor will
evaluate the number of unique taxpayers that use the payment product as a
result of the marketing plan execution; (3) description of how the
Contractor will track unique visits to its Web site by way of the
hyperlink from the IRS Digital Daily Web site; and (4) submission of
marketing performance reports. Beginning March 2000 through November 2000,
the reports should be included in every other Monthly Report, as described
below, as a separate section.
The reports will contain a narrative description of USA's targeted
marketing accomplishments and any difficulties in performance of the
Agreement during that reporting period. It should report the estimated
number of unique taxpayers that use the payment product as a result of the
marketing plan execution and the number of unique visits to USA's Web site
by way of the hyperlink from the IRS Digital Daily Web site.
An initial and supplemental marketing performance findings report shall be
submitted no later than June 30, 2000 and March 31, 2001, respectively.
The reports shall be submitted in conjunction with the pilot findings
report described below. The initial report shall include marketing
activity occurring between January and April 17, 2000. The supplemental
report will include a summary of the initial report's findings and
marketing activity occurring between April 18, 2000 and January 31, 2001.
The report is subject to inspection, verification and approval by the IRS.
5. Provide documentation of the transaction processing networks employed in
the pilot and the networks' interface including testing certification
plan, test reports, workflow diagrams and functional specification
procedures. Test reports will describe methods for correcting and testing
problems identified during the prior filing season, including but not
limited to methods for verifying tax period ending dates and preventing
duplicate payments.
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6. Provide a means for taxpayers to confirm payment transaction, via the
interactive voice response system, up to 10 days after the end of the
filing period.
7. Provide taxpayers with IRS general information upon request.
8. Provide reports of any material network outages or work stoppages and all
reports (EDI.X.12) as stated in the "EFTPS Credit Card Bulk Filer
Requirements" received from the Government. No additional "bulk filer"
reports are required.
9. Make reasonable efforts to modify software, systems, and services in
accordance with its commercial business practices to conform to the
provisions of IRS regulations promulgated under U.S.C. 6311(d)(1).
10. Retain credit card authorization logs for 72 months from the date of each
transaction. The information in such logs shall include the transaction
dates, time, cardmember account number and expiration date, amount of
transaction, and approval code.
11. Convert credit card transactions to ACH debit authorizations and settle
funds to Treasury Financial Agent (TFA) The TFA will initiate one bulk
daily debit to the account established for this purpose. The Participant
shall adhere to revised EFTPS Credit Card Bulk Filer Requirements and all
format specifications provided by the Government.
12. Settle all credit card payment transactions in accordance with the
standard timeframe for settlement for each credit card as stated in the
applicable merchant agreement. MasterCard/VISA funds will be deposited on
the 2nd business day after the transaction date (the date of
authorization). American Express and Discover/NOVUS funds will be
deposited on the 3rd business day after the transaction date. Any funds
held overnight will be subject to U.S. Treasury penalties and interest.
13. Provide only guaranteed payments to the government for taxes owed.
14. Provide, prior to transmitting payment data, a file of Taxpayer
Identification Numbers (TINs) to the IRS for entity validation. The IRS
will provide a file to U.S. Audiotex identifying rejected TINs. U.S.
Audiotex will contact the taxpayers to obtain valid entity information. If
the IRS is unable to validate the TINS within 48 hours of receipt of the
file, payment data for the applicable TINs will be transmitted to the IRS
without entity validation. This may require U.S. Audiotex to provide
telephone numbers for the taxpayers to the IRS if a TIN subsequently
proves to be invalid.
15. Maintain the confidentiality of any information relating to credit card
transactions with absolutely no disclosure or use except to the extent
authorized by written procedures promulgated by the IRS pursuant to 26
U.S.C. 6311(e)(3).
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16. Maintain the confidentiality of any information relating to Fed/State
credit card payments completed in a single transaction. This includes
absolutely no disclosure or use of information collected during this
transaction for any purpose other than processing the transaction to the
U.S. Treasury or appropriate State. Information collected during this
transaction may not be disclosed or used for any purpose prohibited by
Section 6311 of the Internal Revenue Code.
17. Pay credit card discount fees and other transaction fees.
18. Provide a merchant descriptor on the taxpayer's credit card statement
indicating the tax payment amount as a unique line item entitled "US
Treasury Tax Payment".
19. Provide a merchant descriptor on the taxpayer's credit card statement
indicating the convenience fee amount as a unique line item.
20. Provide pre-settlement daily reports containing a summary of taxpayers
using the system and total dollar amount of payments sent to the IRS, call
path counts, customer service activity and any problems encountered. All
reports will segregate the volume of payments by payment type. Aggregate
and cumulative payment volumes will be provided daily. The daily reports
will be delivered to the designated IRS point of contact by 9:00 am
eastern time each day.
21. Provide post settlement status reports (daily and monthly) containing the
number of taxpayers using the system and total dollar amount of payments
sent to the IRS, and any problems encountered. All daily and monthly
summary reports will segregate the volume of payments by payment type.
Aggregate and cumulative payment volumes will be provided daily. The
post-settlement daily reports, containing the prior day's activity, shall
be delivered to the designated IRS point of contact (POC) by 2:00 pm
Eastern time each day provided that payment confirmation is received by
12:00 pm (Noon) Eastern Time. The Contractor shall notify the IRS POC if
payment confirmation is either not received by Noon or is received after
Noon, and the Government shall establish a revised reporting time for that
day if necessary. Monthly reports will be delivered to the designated IRS
point of contact by the 10th day of each month.
22. Provide weekly reports of all chargeback, reversal and void actions
identifying the transaction date, dollar amount, action request date and
reason for action. These actions will be in conformance with the
chargeback procedures issued by the IRS and meet the definition of
chargebacks, reversals and voids provided by Audiotex. These reports will
be delivered to the designated IRS point of contact by close of business
each Friday.
23. Provide incident reports describing material outages or other payment
processing problems as they occur. The report shall include a description
of the incident, the
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cause, number of taxpayers impacted, duration of the incident and actions
taken to remedy the incident. This includes, but is not limited to,
systemic problems related to authorizing credit on line and human errors
that result in duplicate payments or non-payment. The COTR or the IRS
Project Manager should be informed of such incidents within 24 hours of
occurrence or awareness and an incident report provided within 5 business
days.
24. Provide a final project schedule in accordance with guidelines and other
requirements as specified by IRS.
25. Submit final VRU script related to Tax Year 1999 for approval to the IRS
by October 8, 1999. All changes to the script must be approved by the IRS
before implementation.
26. Obtain signed contracts with all participating credit card companies by
October 8, 1999.
27. Complete integrated readiness testing with TFA by December 15, 1999. User
and internal feature testing will be completed by December 30, 1999.
28. Provide a Pilot Finding Report by June 30, 2000, containing the conduct
and findings of the pilot (including a summary of all payment activity
from January 14, 2000 through April 17, 2000 by payment type and aggregate
volumes, any problems, changes made during the pilot, lessons learned and
recommendations for improvement) and client feedback. A supplemental
report shall be completed no later than March 31, 2001 containing summary
data from the initial pilot finding report and activity from April 18,
2000 through January 31, 2001.
X. DUTIES AND RESPONSIBILITIES OF THE IRS:
The IRS agrees, to provide during the life of this agreement:
1. Record specifications necessary for settlement of funds and posting of tax
records related to the credit card payments.
2. Business requirements in compliance with the regulations governing credit
card payments.
3. No consideration to the Participant for credit card related transactions.
4. Financial agent(s) to act on the IRS's behalf for settlement of funds of
individual tax payments. The financial agent(s) will have no authority to
access accounts, use information, or place requirements on any person or
organization to use the
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taxpayer's credit card to collect any amount beyond what has been
authorized by the taxpayer.
5. A mechanism for returning funds received by credit card payment in order
to correct an error which can be resolved under the Truth in Lending Act,
15 U.S.C. 1666 et. seq. Return of funds received erroneously or without
authorization will be made as authorized by section 6311(d)(3)(E) of the
Internal Revenue Code and in accordance with the implementing credit card
regulations.
6. Required information or instructions for the Participant to communicate to
taxpayers.
7. Required reporting criteria and formats.
8. Through corporate efforts to increase awareness and appeal of IRS e-file
with the ultimate goal of creating positive intent-to-use and actual
usage, IRS' approach to marketing and promotional plans include expanded
research, print and media buys. The media opportunities that IRS will
pursue in 2000 include: Television (Cable TV and Public Service Awareness
TV); Radio (Network); Print (General and PC Magazines); Outdoor (Public
Service Awareness); and Internet (Banners). The IRS will make reference to
the pay by phone credit card pilot and include the Contractor's logo,
where possible. This will include, but is not limited to, Cover Stories,
Questions and Answers and hyperlinks on the IRS' electronic services Web
page as well as a poster and Questions and Answers brochure included in
the Year 2000 e-file marketing kit for Electronic Return Originators. IRS
will also promote the pilot internally to its employee.
I. PUBLIC RELEASE OF INFORMATION:
1. The Participant shall obtain the written permission of the IRS Project
Manager before releasing or using any information regarding work on the
Agreement. Information including, but not limited to, product packaging,
advertisements, unclassified speeches, articles, press releases,
presentations, displays or demonstrations developed or proposed for
release to the public must be submitted in their entirety to the IRS. The
Participant shall request, in writing, permission to release information
describing the scope of the information to be released and the purpose for
its release.
2. In the event of a termination for the convenience of the Government, the
Government shall be responsible for press releases, jointly prepared with
the Participant, declaring the termination of the pilot by the Government.
Such releases shall be placed where determined by the Participant and
agreed to by the Government. The Government reserves the right to either
place such releases itself in a reasonable number of news media or paying
for the participant's placement of such releases. The Government shall
consider the participant's reasonable request for the number and types of
news media to receive such releases. The Government shall make the final
determination
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on the number and placement of such releases where the Government is
incurring the cost of the releases. The Government shall also consider the
participant's reasonable request that it not issue a public release or
public announcement of the termination of the contract for the
Government's convenience.
J. LIABILITY:
1. Each party to this agreement shall be responsible for the acts and
omissions of its own employees.
2. The IRS shall not be liable for any injury to the Participant's personnel
or damage to the Participant's property unless such injury or damage is
due to negligence on the part of the Government and is recoverable under
the Federal Tort Claims Act {28 U.S.C. 1346(b)}, or pursuant to other
statutory authority.
K. THIRD PARTY RIGHTS:
This Agreement does not confer any rights or benefits on any taxpayer or any
third party.
L. PERIOD OF PERFORMANCE AND TERMINATION:
1. This Agreement shall be in effect from the date executed by both parties
through March 31, 2001.
2. During the period beginning January 14, 2000 and ending January 31, 2001,
there shall be no opportunity for the Participant, U.S. Audiotex, to
terminate this Agreement. Otherwise, this Agreement may be terminated by
either party upon 30 days after receipt of written notice signed by either
of the signatories to this Agreement or by their successors or designees.
The Participant understands that in the event the IRS terminates this
Agreement, the Participant has no right to any claim against the
Government, including a claim for termination costs.
M. MODIFICATION OF AGREEMENT:
This Agreement is considered modified automatically to conform to any provision
of the regulations promulgated under 26 U.S.C. 6311(d)(1). Otherwise, this
Agreement may be modified by either party, but only upon mutual agreement. All
modifications must be in writing and signed by both of the signatories to this
Agreement or by their successors.
N. INSPECTION RIGHTS:
1. The IRS may inspect the work performed by the Participant upon reasonable
notice to the Participants Authorized Representative and in a manner that
will not interfere with the Participant's performance of this Agreement.
The Participant shall provide
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access for this purpose to the IRS's Authorized Representatives(s) to the
location where the work is being performed. The IRS shall also have the
right to inspect the Participant's Report of the work performed as a
result of this Agreement. The IRS's Authorized Representative shall
provide the results of any inspections to the Participant's Authorized
Representative for any necessary resolution.
2. The IRS may evaluate the Participant's performance of this Agreement and
may provide the results of this evaluation to the Participant, in writing,
on a quarterly basis for written comment and return to the IRS. The
evaluation, including the Participant's comments, may be used by the IRS
in considering the Participant for future Agreements or Contracts.
0. DISCLOSURE REGULATIONS:
1. DISCLOSURE OF INFORMATION-SAFEGUARDS (IRSAP 1052.224-9000) (JANUARY
1998)
In performance of this contract, the contractor agrees to comply and
assume responsibility for compliance by his/her employees with the
following requirements:
(1) All work shall be performed under the supervision of the
contractor or the contractor's responsible employees.
(2) Any return or return information made available shall be used
only for the purpose of carrying out the provisions of this
contract. Information contained in such material shall be
treated as confidential and shall not be divulged or made
known in any manner to any person except as may be necessary
in the performance of the contract. Inspection by or
disclosure to anyone other than an officer or employee of the
contractor shall require prior written approval of the
Internal Revenue Service. Requests to make such inspections or
disclosures should be addressed to the IRS Contracting Officer
(3) Should a person (contractor or subcontractor) or one of
his/her employees make any unauthorized inspection(s) or
disclosure(s) of confidential tax information, the terms of
the Default clause (FAR 52.2498), incorporated herein by
reference, may be invoked, and the person (contractor or
subcontractor) will be considered to be in breach of this
contract.
2. DISCLOSURE OF "OFFICIAL USE ONLY" INFORMATION SAFEGUARDS (IRSAP
1052.224-70(D) (DECEMBER 1988)
Any Treasury Department Information made available or to which access is
provided, and which is marked or should be marked "Official Use Only",
shall be used only for the purpose of carrying out the provisions of this
contract and shall
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not be divulged or made known in any manner to any person except as may be
necessary in the performance of the contract. Disclosure to anyone other
than an officer or employee of the contractor or subcontractor at any tier
shall require prior written approval of the IRS. Requests to make such
disclosure should be addressed to the IRS Contracting Officer.
3. DISCLOSURE OF INFORMATION--CRIMINAL/CIVIL SANCTIONS (IRSAP
1052.224-71(a) (JANUARY 1998)
(1) Each officer or employee of any person (contractor or
subcontractor) at any tier to whom returns or return
information is or may be disclosed shall be notified in
writing by the person (contractor or subcontractor) that
returns or return information disclosed to such officer or
employee can be used only for a purpose and to the extent
authorized herein, and that further disclosure of any such
returns or return information for a purpose or to an extent
unauthorized herein constitutes a felony punishable upon
conviction by a fine of as much as $5,000 or imprisonment for
as long as five years, or both, together with the costs of
prosecution. Such person (contractor or subcontractor) shall
also notify each such officer and employee that any such
unauthorized future disclosure of returns or return
information may also result in an award of civil damages
against the officer or employee in an amount not less than
$1,000 with respect to each instance of unauthorized
disclosure plus in the case of willful disclosure or a
disclosure which is the result of gross negligence, punitive
damages, plus the cost of the action. These penalties are
prescribed by IRC Sections 7213 and 7431 and set forth at 26
CFR 301.6103(n).
(2) Each officer or employee of any person (contractor or
subcontractor) to whom returns or return information is or may
be disclosed shall be notified in writing by such person that
any return or return information made available in any format
shall be used only for the purpose of carrying out the
provisions of this contract and that inspection of any such
returns or return information for a purpose or to an extent
not authorized herein constitutes a criminal misdemeanor
punishable upon conviction by a fine of as much as $1,000.00
or imprisonment for as long as 1 year, or both, together with
the costs of prosecution. Such person (contractor or
subcontractor) shall also notify each such officer and
employee that any such unauthorized inspection of returns or
return information may also result in an award of civil
damages against the officer or employee in an amount equal to
the sum of the greater of $1,000.00 for each act of
unauthorized inspection with respect to which such defendant
is found liable or the sum of the actual damages sustained by
the plaintiff as a result of such unauthorized inspection plus
in the case of a willful inspection or an inspection which is
the result of gross negligence, punitive damages,
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plus the costs of the action. The penalties are prescribed by
IRC Sections 7213A and 7431.
(3) Additionally, it is incumbent upon the contractor to inform
its officers and employees of the penalties for improper
disclosure imposed by the Privacy Act of 1974, 5 U.S.C. 552a.
Specifically, 5 U.S.C. 552a(I)(1), which is made applicable to
contractors by 5 U.S.C. 552a(m)(1), provides that any officer
or employee of a contractor, who by virtue of his/her
employment or official position, has possession of or access
to agency records which contain individually identifiable
information, the disclosure of which is prohibited by the
Privacy Act or regulations established thereunder, and who
knowing that disclosure of the specific material is so
prohibited, willfully discloses the material in any manner to
any person or agency not entitled to receive it, shall be
guilty of a misdemeanor and fined not more than $5,000.
4. DISCLOSURE OF INFORMATION-OFFICIAL USE ONLY (IRSAP 1052.224-71(b)
(DECEMBER 1988)
Each officer or employee of the contractor to whom "Official Use Only"
information may be made available or disclosed shall be notified in
writing by the contractor that "Official Use Only" information disclosed
to such officer or employee can be used only for a purpose and to the
extent authorized herein, and that further disclosure of any such
"Official Use Only" information, by any means, for a purpose or to an
extent unauthorized herein, may subject the offender to criminal sanctions
imposed by 18 U.S.C. Sections 641.
5. DISCLOSURE OF INFORMATION-INSPECTION (IRSAP 1052.224-72) (DECEMBER
1988)
The Internal Revenue Service shall have the right to send its officers and
employees into the offices and plants of the contractor for inspection of
the facilities and operations provided for the performance of any work
under this contract. On the basis of such inspection, the Contracting
Officer may require specific measures in cases where the contractor is
found to be non compliant with contract safeguards.
|X|(15) 52.239-1, Privacy or Security Safeguards (5 U.S.C. 552a).
P. REMEDIES:
There are no additional remedies other than the termination rights as defined in
L(2).
Q. LIMITATIONS:
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The terms of this Agreement are not intended to alter, modify, or rescind any
current Agreement or provision of Federal law now in effect. Any provision of
this Agreement, which conflicts with Federal law, will be null and void.
R. DISPUTE RESOLUTION:
N/A
S. SIGNATURES:
/s/ Xxxxxxxx X. Xxxxxx Date: 9/30/99
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Internal Revenue Service
Xxxxxxxx X. Xxxxxx, National Director
Electronic Program Enhancement
/s/ Xxxxxxx Xxxxx Date: 10/4/99
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U.S. Audiotex Corporation
Xxxxxxx Xxxxx, President
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