SERVICE BUREAU AGREEMENT

 

                            SERVICE BUREAU AGREEMENT

 

      This Service Bureau Agreement (the "Agreement") is entered into as of the

18th day of May, 2005 (the "Effective Date"), by and between Connect Paging,

Inc., dba Get-A-Phone, a Texas corporation, located at 309 W. 7th Street, Suite

720, Fort Worth, Texas 76102 ("G-A-P") and Call Universal, Inc., a Texas

corporation located at 400 Chisholm Place, Plano, Texas 75075("Client").

 

      WHEREAS, Client offers turnkey compliance and technical solutions to the

telemarketing industry, including a "Caller ID Solution" by which Client

processes "Caller ID" transactions under contracts with call centers and other

businesses; and

 

      WHEREAS, G-A-P is a Competitive Local Exchange Carrier with experience

providing technical and back office support for businesses in the

telecommunications industry; and

 

      WHEREAS, Client's Caller ID Solution relies on the ability to provide

pre-assigned, ten-digit numbers (also called "Direct Inward Dialed Numbers" or

"DID Numbers")

 

      WHEREAS, G-A-P has obtained certain rights to certain DID Numbers and

Termination and Transport rights from a third party service provider (MetroTel);

and

 

      WHEREAS, G-A-P has been providing technical support for Client's Caller ID

Solution; and

 

      WHEREAS, Client desires to have G-A-P provide the Services (defined below)

pursuant to the terms of this Agreement.

 

      NOW THEREFORE, G-A-P and Client, in consideration of the promises and

mutual covenants expressed in this Agreement, agree as follows:

 

1.     Definitions.

 

      a.     "Business" means any offering of a Caller ID solution to customers,

            partners, and others by Client and/or G-A-P.

 

      b.     "Caller ID" means an electronic service whereby a caller's number

            and/or name is displayed.

 

      c.     "Client System" means the equipment necessary for receiving,

            transporting, and terminating voice service.

 

      d.     "G-A-P System" means the equipment used to receive, transport, and

             terminate voice service by G-A-P or by third parties for the benefit

            of G-A-P.

 

2.     Description of G-A-P Services. G-A-P shall be responsible for providing

      the following Services:

 

      a.     Transport and Termination Services. G-A-P shall resell the following

            services to Client:

 

            i.     DID Numbers. G-A-P shall provide Client with at least four

                  hundred (400) 10-digit phone numbers (also known as "Direct

                  Inward Dialed" or "DID" numbers) (the "DID Numbers"). G-A-P

                  shall obtain permission for Client to store DID numbers

                  obtained from MetroTel under Client's Master Agreement with

                  Accudata, Inc. (the "Accudata Agreement").

 

 

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            ii.    Voice Termination and Transport. G-A-P shall arrange for

                  termination, switching, and transport for the calls received

                  from the DID Numbers. G-A-P shall arrange for MetroTel to

                   terminate calls to the DID Numbers at a MetroTel switch, which

                  are currently located throughout Texas.

 

                  In addition, G-A-P shall lease transport lines, which lines

                  shall be "DS1" (or "T1") or equivalent lines providing the

                  same bandwidth, channels, and functionality. Initially, G-A-P

                  shall lease six (6) DS1 lines; G-A-P will also obtain the

                  right to add or remove lines as necessary to meet G-A-P's

                   needs. G-A-P shall arrange for MetroTel to transport calls

                  received from the DID numbers from its switch(es) to the

                  switch(es) owned by Client utilizing voice over internet

                  protocols ("VoIP").

 

      b.     Billing and Revenue.

 

            i.     The parties shall cooperate on the collection and distribution

                  of revenues. G-A-P shall have primary responsibility for such

                  activities, as detailed further below. Client shall be kept

                  apprised of all such activities on an ongoing basis.

 

            ii.    Billing Services. Client currently bills its Customers on a

                  monthly basis. Beginning on the June 1, 2005, responsibility

                   for billing and collections shall pass to G-A-P.

 

            iii.   Further Acts. If necessary to implement the terms of this

                  agreement, Client shall arrange with Accudata to assign its

                  rights under the Accudata Agreement to G-A-P.

 

      c.     Customer Service and Call Response.

 

            i.     G-A-P shall be responsible for handling first calls from

                  Customers and shall make reasonable attempts to isolate any

                  reported problem. If after making the initial service call

                  G-A-P determines that the problem is not in the G-A-P System,

                  G-A-P shall immediately notify Client. Thereafter, G-A-P shall

                  provide reasonable assistance to Client to correct the

                  problem. G-A-P shall maintain detailed records of all reported

                  problems.

 

            ii.    The parties acknowledge that voice providers frequently are

                  asked to provide end-user information to law enforcement or

                  other government officials. The parties agree that G-A-P shall

                  have primary responsibility for receiving and responding to

                  requests for information by governmental authorities related

                  to the Business.

 

3.     Migration of Existing Contracts. The parties intend to have all contracts

      comprising the Business executed through the Accudata Agreement. Client

      and G-A-P shall cooperate to ensure that all existing and prospective

      customers for the Business shall be handled through the Accudata Agreement

      and shall be subject to the Service Pricing provisions, below.

 

 

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4.     Service Fee. The above services will be provided by G-A-P in exchange for

      ten percent (10%) of the monthly gross revenues for the Business (the

      "Service Fee"). G-A-P shall retain the Service Fee as the fee is

      collected. The Service Fee shall begin on May 1, 2005, and continue

      throughout the term of this Agreement.

 

5.     Service Performance. G-A-P shall cooperate with Client and shall promptly

      perform such things as are reasonably necessary to implement this

      Agreement. G-A-P shall not be responsible for any termination or failure

      in the Service resulting from any of the following causes:

 

      a.     The failure or nonperformance or any termination or suspension of

            any service to G-A-P (except that which shall solely be due to the

            fault of G-A-P);

 

      b.     Force majeure suspending or terminating G-A-P's performance as

            provided in this Agreement;

 

6.     Representations and Warranties of G-A-P. G-A-P represents and warrants to

      Client that:

 

      a.     This Agreement has been duly authorized by all necessary corporate

            action on the part of G-A-P and when executed and delivered by duly

            authorized officers of G-A-p constitutes a legal, valid and binding

            obligation of G-A-P;

 

      b.     G-A-P has and shall continue to have during the term of this

            Agreement all necessary contractual rights to provide the Service to

            Client hereunder;

 

      c.     In the event that a service provided hereunder is subject to an

            underlying agreement with a supplier or vendor, G-A-P can not and

            will not provide greater rights to Client than those afforded to

            G-A-P; and

 

      d.     G-A-P is not aware of any contractual or other legal obligation

            which shall in any way interfere with its full, prompt and complete

            performance hereunder.

 

      e.     G-A-P will directly or indirectly provide G-A-P Programming to

            Client Subscribers only through Client under this Agreement.

 

7.     Representations and Warranties of Client. Client represents and warrants

      to G-A-P that:

 

      a.     This Agreement has been duly authorized by all necessary corporate

            action on the part of Client and has been executed and delivered by

            duly authorized officers of Client and this Agreement constitutes a

            legal, valid and binding obligation of Client;

 

      b.     Client has and shall continue to have during the term of this

             Agreement all necessary rights to carry out the provisions of this

            Agreement, including but not limited to, obtaining all necessary

            contractual rights, intellectual property rights, licenses,

            clearances and releases;

 

 

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      c.     Client's performance under this Agreement does not and shall not

            violate any third party's trademark, copyright or other intellectual

            property rights;

 

      d.     Client is under no contractual or other legal obligation which shall

            in any way interfere with its full, prompt and complete performance

            hereunder.

 

8.     Necessary Action- At all times after the execution of this Agreement each

       party hereto agrees to take or cause to be taken all such necessary action

      including, without limitation, the execution and delivery of such further

      instruments and documents, as may be reasonably requested by the other

      party for such purposes or otherwise necessary to complete or perfect the

      transactions contemplated hereby and meet the intent of this Agreement.

 

9.     Term/Termination- This Agreement shall have an initial term of three (3)

      years and shall automatically renew for successive one (1) year terms

      unless either party sends written notice of an election not to renew at

      least sixty (60) days before the expiration of the then cur