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Memorandum Of Agreement

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 This Consulting Services Agreement involves

Boomerang Tracking Inc | Bell Mobility Inc.,

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Title: Memorandum of Agreement
Date: 3/15/2005
Industry: Security Systems and Services    

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Exhibit 10II


Memorandum of Agreement


This agreement is made as of the 1 st day of October 2004, by and between:







Boomerang Tracking Inc., a corporation duly incorporated under the laws of Canada, with its head office situated at 92801’Acadie Blvd., Montreal, Quebec, H4N 3C5; (“Boomerang”)





Bell Canada, a corporation duly incorporated under the laws of Canada, with its head office situated at 1050 Beaver Hall Hill, Montreal, Quebec, H2Z 1S4; (“Bell”)





Bell Mobility Inc., a corporation duly incorporated under the laws of Canada, with its head office situated at 1000 de la Gauchetiere West, Suite 4100, Montreal, Quebec, H3B 5H8; (“Bell Mobility”)





Bell Mobility (then “Bell Mobility Cellular Inc.”) and Boomerang signed an agreement dated July 1, 1998 (the “Wireless Services Agreement”) and renewed on July 1, 2001 for the provision by Bell Mobility to Boomerang of certain wireless telecommunications services for resale to Boomerang’s customers.



The Wireless Services Agreement included the provision of certain location services to Boomerang. Such services were initially performed by Bell Mobility’s corporate security department. Subsequent to the execution of the Wireless Services Agreement, Bell Mobility’s corporate security functions were re- organized and provisioned thereafter by Bell Canada,



The parties wish to (i) amend the Wireless Services Agreement to remove responsibility for location services from Bell Mobility and attribute such responsibility to Bell; (ii) define the location services provided by Bell to Boomerang relating to the locating of Boomerang tracking devices; and (iii) establish a new pricing structure for the location services.

Section 1. - Overview of the Agreement


Except as expressly modified by this Agreement, the parties agree that the applicable terms and conditions of the Wireless Services Agreement are hereby incorporated by reference into this Agreement and shall govern the relationship of the parties as applicable. All references to Bell Mobility Cellular Inc. in the Wireless Services Agreement shall be replaced by references to Bell as appropriate for the purposes of this Agreement.



In general terms, the services to be provided by Bell are the following:




Location Services. At Boomerang’s request, Bell will provide information on the date, time and location of the cell site where a Boomerang proprietary tracking device has registered as well as other information which enables Boomerang, with the use of its proprietary tracking equipment, to identify the exact location of a tracking device; and




Daily status reports on the registration of tracking devices. Each Boomerang tracking device registers on Bell’s network periodically. Bell will provide daily reports to Boomerang to confirm if each tracking device has registered on its network.


The services provided by Bell hereunder (“Location Services”) are further described in Section 2. hereof.


Section 2. - Description of the Location Services



Bell shall render the following to Boomerang:




Automated Vehicle Location Reports. (VLR). Bell shall make available to Boomerang, via e-mail, automated vehicle location reports (“VLRs”) for all Boomerang tracking devices, which include all information communicated by the tracking device during its last registration in a switch. All requests for VLRs must be made to Bell by e-mail. The following information shall be supplied to Boomerang in each VLR:



Boomerang tracking device phone number;



Switch and cellsite location;



Antenna & direction;



Strength of the signal; and



Time and date of the registration.

In the event that Bell obtains no response from a tracking device, a message will be returned to Boomerang identifying the status of the registration as “Nil”. This information shall be made available to Boomerang 24 hours per day, 7 days per week,




Telephone assistance for VLRs. Alternatively, upon request from Boomerang, Bell shall provide assistance by telephone to Boomerang to communicate the information provided in Section 2.1,1. This on-line assistance shall be made available 24 hours per day, 7 days per week, These requests must be limited to emergency situations only, since the VLR information is available through the automated application.




Voice channel information. Voice channel information reports shall be made available to Boomerang 24 hours a day, 7 days per week to enable Boomerang to perform its tracking. Such information shall be made available to Boomerang via e-mail, through Bell’s automated system, or alternatively, by telephone, on a priority basis. The communication of such reports may be affected by switch failures or other technical problems of a similar nature. In such an event, Bell will use reasonable efforts to notify Boomerang of the problem and provide the reports as soon as they are made available to Bell.




HLR Reports. Bell shall provide daily status reports (HLRs) on the status of the registration of all Boomerang tracking devices. These reports must include all information specified in the (insert title of report) attached hereto as Appendix “A”.




Deny Termination Numbers (DIM). & Mobile Identification Number (MINI Validation). Bell shall proceed monthly to effect DTM & MIN validation:



Bell will verify monthly all DTMs not activated in the base (Boomerang billed numbers) and all units will be restored to the original state.



In the event that Bell Mobility reassigns a MIN to one of its customers which has already been assigned to Boomerang, Bell will follow up with Bell Mobility Customer Serv

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