CUSTOMER AND ASSET ACQUISITION AND SOFTWARE
LICENSING AGREEMENT MADE AND ENTERED INTO IN THE CITY
OF MONTREAL, PROVINCE OF QUÉBEC WITH AN EFFECTIVE DATE OF
DECEMBER 7, 2005
|
BY AND
BETWEEN:
|
TELIPHONE INC., a body politic and corporate, duly incorporated
according to law, having a place of business at 1080 Beaver Hall
suite 1555, Montreal, Quebec, H2Z 1S8 herein represented by
George Metrakos , President, duly authorized as he
so declares,
hereinafter
referred to as “TELIPHONE”
|
|
|
IPHONIA INC.
a body politic and corporate, duly
incorporated according to law, having a place of business at 5,
St-Sulpice, Oka, Quebec, J0N 1E0, also operating under the trade
name “ METRONET ” herein represented
by Micheline Soucy , President, duly authorized as
she so declares,
hereinafter referred to as
“IPHONIA”
|
|
AND:
|
TELICOME INC. a body politic and corporate, duly incorporated
according to law, having a place of business at 5, St-Sulpice, Oka,
Quebec, J0N 1E0, herein represented by Serge Doyon
, President, duly authorized as he so delcares,
hereinafter
referred to as "TELICOM"
|
|
AND:
|
UNITED
AMERICAN CORPORATION. a body politic and corporate, duly incorporated
according to law, having a place of business at 3273 East Warm
Springs Road Las Vegas, Nevada 89120 USA, herein represented by
Simon Lamarche , President and CEO, duly
authorized as he so declares,
hereinafter referred to as
“UAC”
|
Known collectively as “THE
PARTIES”
PREAMBLE
WHEREAS
TELIPHONE is a provider of
Voice-over-Internet-Protocol (VoIP) services and is currently
expanding its client base through direct sales efforts to new
residential and business customers;
WHEREAS
IPHONIA is a provider of VoIP, inter-suburban and
dial-up long distance telecommunications services and wishes to
transfer its client base and various telecommunications equipment
to TELIPHONE ;
WHEREAS
TELICOM will transfer a full access and full usage
license at no charge for use of the source code and intellectual
property of TELICOM ’s billing software,
currently utilized by TELIPHONE as the basis for
its first generation service billing software.
WHEREAS
UAC , as majority owner of
TELIPHONE through its majority-owned subsidiary
OSK CAPITAL II Corp., will guarantee the monthly payments required
in this agreement as outlined in section 4.
WHEREAS
THE PARTIES wish to set forth their rights and
obligations pertaining to the transfer of IPHONIA
’s clients and services to TELIPHONE , along
with the sale of various telecommunications equipment and have
agreed to transfer the customers and equipment in conformity with
the terms and conditions as provided herein;
WHEREFORE THE PARTIES HERETO HAVE AGREED AS
FOLLOWS:
|
1.
|
The Preamble
hereinabove stated shall form an integral part of the present
Agreement as if recited herein at length;
|
|
2.1.
|
ARPU :
Average Revenue Per User.
|
|
2.2.
|
DID: A
unique phone number as depicted by a 10 number sequence that is
used to direct voice traffic throughout the PSTN.
|
|
2.3.
|
LNP: Local Number Portability. The process in which a
DID is transferred from one PRI owner to another.
|
|
2.4.
|
PRI: Primary Rate Interface, which is a data
connection to the PSTN that can manage 23 simultaneous channels of
voice communications at once.
|
|
2.5.
|
PSTN :Public Switched Telephone Network. The global
telecommunications network owned and operated by Tier 1
Telecommunications carriers worldwide who
|
|
|
may sell or
lease voice traffic over it to Tier 2 & 3 telecommunications
carriers such as TELIPHONE and
IPHONIA .
|
|
2.6.
|
VOIP :Voice Over Internet Protocol, the use of the
public internet to transmit voice calls.
|
|
3.
|
Transfer of
IPHONIA Services to
TELIPHONE
|
|
3.1.
|
IPHONIA will transfer to TELIPHONE all
of its Inter-Suburban, VoIP and Long Distance dial-up services that
are required to properly serve clients that are being transferred
as part of this agreement.
|
|
3.2.
|
TELIPHONE may decide to sell these Services to its
existing clients, or to market them to new clients at the sole
discretion of TELIPHONE .
|
|
4.
|
Transfer of
IPHONIA Operations to
TELIPHONE
|
|
4.1.
|
IPHONIA agrees to transfer to TELIPHONE
all active DID’s from its three (3) Telus Montreal
PRI’s. A list of active Montreal DID’s can be found in
Schedule A.
|
|
4.2.
|
IPHONIA agrees to transfer to TELIPHONE
all active DID’s from its combined Quebec city - Sherbrooke -
Ottawa PRI. TELIPHONE will assume the balance of
IPHONIA ’s contract ending in May 2007 with
Group Telecom for this combined PRI. A list of active Quebec City,
Sherbrooke and Ottawa DID’s can be found in Schedule
B
|
|
4.3.
|
Considering
that IPHONIA ’s contract with Telus for the
three (3) Montreal PRI’s is due to expire on December 31,
2005, IPHONIA will facilitate the LNP of these
DID’s to TELIPHONE ’s Montreal
network.
|
|
4.4.
|
In
consideration of the added cost that TELIPHONE
will incur in upgrading its own Montreal PRI network in order to
accommodate the added PRI capacity required, THE
PARTIES hereby agree that the equivalent $ value of
capacity upgrade required by TELIPHONE to
accommodate these IPHONIA Montreal DID’s
shall be paid to TELIPHONE in the form of
IPHONIA Telecommunications Equipment, described
herein.
|
|
4.4.1.
|
It is estimated
that this will represent Cdn$1,500 per month of additional charges
incurred by TELIPHONE and therefore this amount
will be placed against the purchase of the following
IPHONIA Telecommunications equipment:
|
|
·
|
1 x CISCO
AS5350, 8-T1 Gateway, market value of Cdn$15,000, serial
#JAE0641055F
|
|
·
|
1 x CISCO PIX
515E Firewall, already in use by TELIPHONE ,
market value of Cdn$4,500, serial #S88807079454.
|
|
·
|
1 x CISCO PIX
515E Firewall, market value of Cdn$2,500, serial
#806383054
|
|
|
For a total of
Cdn$22,000. At Cdn$1,500 per month plus interest expenses,
THE PARTIES agree that
TELIPHONE will continue to make these payments for
18 months from the signing of this agreement.
|
|
4.5.
|
IPHONIA agrees to transfer the bank accounts utilized to
collect, through direct debit, revenues from
IPHONIA clients to be transferred to
TELIPHONE .
|
|
4.5.1.
|
While the bank
accounts and customers will belong to TELIPHONE ,
IPHONIA will maintain signing authority on the
accounts in order to extract a monthly amount, for a period of 24
months from the signing of this contract of Cdn$7,600 representing
the client revenues plus an additional Cdn$1,500 representing the
payment by TELIPHONE for the equipment purchased
as described in section 4.4.1 above, until all of the equipment is
paid for. Afterwards, IPHONIA will continue to
extract Cdn$7,600 until the end of the 24 month period.
|
|
4.5.2.
|
Any amounts of
sales taxes will be collected by TELIPHONE since
TELIPHONE is declaring the revenues of the
clients.
|
|
4.5.3.
|
At the end of
the 24 month period, signing authority will be changed to
TELIPHONE in which case no further payments will
be made to IPHONIA .
|
|
4.5.4.
|
IPHONIA agrees to change the name on the account such
that IPHONIA clients will see “TELIPHONE
INC.” as the debitor of their bank account.
|
|
4.6.
|
IPHONIA will transfer the remaining balance at the end
of each month to TELIPHONE , which represents the
taxes and any increases in revenues from the
IPHONIA client base.
|
|
4.7.
|
TELIPHONE will pay IPHONIA any shortfalls
from the total amounts owing per month, as described above in
section 4.5.
|
|
5.
|
Transfer of
IPHONIA Clients to
TELIPHONE
|
|
5.1.
|
IPHONIA will transfer their active clients (estimated at
750), along with a database of inactive clients (estimated at
3,000) to TELIPHONE for the sole consideration
listed in item 4.5.1, representing the average revenues generated
by the clients less additional infrastructure costs required to
serve them, as mentioned in section 4.4. above.
|
|
5.2.
|
Upon
termination of this agreement, all clients will become the sole
property of TELIPHONE , and all revenues
associated with them will belong solely to
TELIPHONE without any consideration of revenue
transfer to IPHONIA .
|
|
5.3.
|
TELIPHONE reserves the right to “up-sell”,
that is to increase the revenues of any of the clients through a
targeted sales campaign. IPHONIA will offer
whatever
|
|
|
assistance is
deemed necessary in order to facilitate this process. Any increases
in revenues from the existing client base will belong solely to
TELIPHONE . TELIPHONE agrees to
provide an e-mail notification within 24 hours of an
IPHONIA client being transferred to a
TELIPHONE service.
|
|
5.4.
|
At the end of
each month, TELIPHONE will transfer to
IPHONIA any amounts received from clients who have
transferred from IPHONIA services to
TELIPHONE services. The amounts transferred will
be equivalent to the amounts of revenues that these clients
generated when purchasing IPHONIA
services.
|
|
6.
|
Additional
Services Provided by TELIPHONE to
IPHONIA
|
|
6.1.
|
TELIPHONE will offer at no additional cost the co-location
of IPHONIA equipment in its Montreal data center.
The equipment list to be hosted is found in Schedule C. This
equipment will be identified as the sole property of
IPHONIA and will
|
|
