EXHIBIT 10.8
June 30, 2000
Red Cube International AG
Xxxxxxxxxxxxxxxxx 000, 0000
Xxxxxx, Xxxxxxxxxxx
Gentlemen:
In order to clarify certain provisions of the Cooperation and Framework
Agreement entered into by and between Red Cube International AG, a Swiss
corporation ("Redcube") (formerly know as Cyber Office International AG, a Swiss
corporation), and I-Link Incorporated, a Florida corporation ("I-Link"), dated
as of May 8, 2000, as amended (the "Framework Agreement"), and the Revenue
Sharing Agreement entered into by and between Redcube and I-Link, dated as of
June 30, 2000 (the "Revenue Sharing Agreement"), we understand that the $10
million Service Prepayment (as defined in the Framework Agreement) to be paid by
Redcube in consideration for services to be performed and/or provided by I-Link
after the completion of Milestone No. 1 (as defined in the Framework Agreement")
is to be credited against the cost of such services performed and/or provided by
I-Link pursuant to the Revenue Sharing Agreement. To the extent the Service
Prepayment credit has not been fully utilized by Redcube by June 30, 2001 (the
"Utilization Date"), any unused Service Prepayment shall be deemed fully earned
by I-Link and utilized as of that date only if the I-Link Network (as defined in
the Framework Agreement) is sufficient to accommodate: (i) [***] minutes of
usage on the I-Link Network (the "Usage") delivered by Redcube to the I-Link
Network during July, 2000; (ii) [***] minutes of Usage delivered by Redcube to
the I-Link Network during August, 2000;(iii) [***] minutes of Usage delivered by
Redcube to the I-Link Network during September, 2000; and (iv) the number of
minutes of Usage which Redcube forecasts that it expects to deliver to the
I-Link Network for each month thereafter (the "Redcube Forecast") until the
Utilization Date (the number of minutes of Usage delivered by Redcube to the
I-Link Network during the months specified in (i), (ii), (iii) and (iv) shall
each be referred to as a "Monthly Capacity Requirement"). Redcube shall provide
the Redcube Forecasts to I-Link on a basis consistent with section 2.5 of the
Framework Agreement. If the I-Link Network is not sufficient to accommodate the
Monthly Capacity Requirements specified in each of (i), (ii), (iii) and (iv)
above, then the Utilization Date shall be postponed by one whole calendar month
for each month that the I-Link Network is delayed in being sufficient to
accommodate the relevant Monthly Capacity Requirement. Such delay shall be
measured accounting for any previous delays so as to avoid the double counting
of delays.
If this letter agreement correctly reflects our mutual understanding and
agreement, please sign and date this letter in the space provided below, and
return a signed copy to the undersigned.
Very truly yours,
I-Link Incorporated
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
ACCEPTED AND AGREED as of the ___ day of June, 2000.
Red Cube International AG
By:
----------------------------
Name:
--------------------------
Title:
-------------------------
