JOINT VENTURE
AGREEMENT
THIS JOINT VENTURE AGREEMENT (the "Agreement"), made and entered
into as of this 23 rd day of March 2005, by and between
SkyLynx Communications, Inc., a Delaware corporation whose
address is 500 John Ringling Blvd., Sarasota, FL 34236 ("
SKYC ") and PS III HOLDINGS, LLC (" PS III" )
whose address is 5111 Ocean Blvd., Sarasota, FL 34242).
ARTICLE I
GENERAL PROVISIONS
1.01 Business Purpose. The business of the Joint Venture
("Joint Venture") shall be as follows: SKYC is in the
process of developing Automatic Vehicle Location services ("AVL")
in Tacoma, WA and Denver/Aurora, CO pursuant to agreements with
Rural Metro ("RMA"), an emergency first responder servicing said
cities. These agreements with RMA (the "Tacoma and Denver
Agreements") are attached hereto as Schedule 1. In addition,
SKYC also has entered into agreements with RMA to provide
services to RMA for the Orlando, FL metropolitan area ("Orlando
Agreement"). The Joint Venture shall consist of all of SKYC
's business interests and contracts in the Tacoma and Denver
Agreements and the Orlando Agreement as well as all other services
that SKYC provides to all other customers other than RMA in
the Tacoma, WA, Denver/Aurora, CO and Orlando, FL markets
(collectively the "SKYC Markets") as designated on the maps
attached as Schedule 2. SKYC and PS III may mutually agree in
writing that another market may be substituted for Orlando.
1.02 PS III Contribution. PS III agrees to contribute the
sum of One Hundred Five Thousand Dollars ($105,000.00) to SKYC for
the purpose of acquiring certain radio equipment and other
infrastructure necessary to operate the Joint Venture's business.
In consideration of such contribution SKYC agrees to pay
PS III Twenty percent (20%) of all of the Revenues received
by SKYC from the Tacoma and Denver Agreements and the
Orlando Agreement. In addition, SKYC shall pay PS III Twenty
Percent (20%) of all Revenues received by SKYC from other customers
in the SKYC Markets. The term "Revenues" is defined in Article
2.03.
1.03 Payments by SKYC to PS III. All payments due from
SKYC to PS III shall be paid by SKYC on a monthly basis on the
tenth (10 th ) day of each month following the execution
of this Agreement. The amount due on such date shall be based on
all Revenue received by SKYC as of the last day of the
previous month. In addition, on the tenth (10 th ) day
of each month SKYC shall provide a statement to PS
III of all Revenues which SKYC has received from the
SKYC Markets.
1.04 Term of the Agreement. This Joint Venture shall
commence on the date first above written and shall continue in
existence until terminated, liquidated, or dissolved by law or as
hereinafter provided.
ARTICLE II
GENERAL DEFINITIONS
The following comprise the general definitions of terms utilized
in this Agreement:
2.01 Affiliate. An Affiliate of an entity is a person or
entity that, directly or indirectly through one or more
intermediaries, controls, is controlled by or is under common
control of such entity.
2.02 Capital Contribution(s). The capital contribution to
the Joint Venture includes all contributions actually made by the
parties, including property, cash and any additional capital
contributions made.
2.03 Revenue. For the purpose of calculating the amounts
to be paid to PS III under Article I above Revenue is
defined as the gross funds actually received by SKYC from
any and all agreements in the SKYC Markets including but not
limited to the Tacoma and Denver Agreements and the Orlando
Agreement. Revenue does not include equipment sales or installation
revenue so long as such sales and revenue are do not include free
services which otherwise would have been Revenue under any customer
agreement in the SKYC Markets. In addition, the sales and
installation revenues that are excluded shall only be based on the
prices and margins for such sales and installations as are in
effect at the time of this Agreement.
ARTICLE III
OBLIGATIONS OF THE JOINT VENTURERS
3.01 Sole Compensation of SKYC . SKYC is
responsible for all operations and management decisions of the
Joint Venture. All sums in excess of those paid or required to be
paid to PS III under the terms of this Agreement will belong
to SKYC without any SKYC being entitled to any other
compensation or reimbursement for providing any services or support
to the Joint Venture. SKYC is responsible for making all
payments to PS III under the terms of this Agreement.
ARTICLE IV
ALLOCATIONS
4.01 Profits and Losses. Commencing on the date hereof
and ending on the termination of the business of the Joint Venture,
after the payment to PS III of the sums due to it under the
terms of this Agreement, all profits, losses and other allocations
to the Joint Venture shall be allocated 100% to SKYC at the
conclusion of each fiscal year.
ARTICLE V
RIGHTS AND DUTIES OF THE JOINT VENTURERS
5.01 Business of the Joint Venture. SKYC shall
have full, exclusive and complete authority and discretion in the
management and control of the business of the Joint Venture for the
purposes herein stated and shall make all decisions affecting the
business of the Joint Venture. SKYC shall manage and control
the affairs of the Joint Venture to the best of its ability and
shall use its best efforts to carry out the business of the Joint
Venture. SKYC may call upon PS III for input to the
Joint Venture but PS III shall not be required to
participate in or have any control over the Joint Venture business
nor shall it have any authority or right to act for or bind the
Joint Venture. Notwithstanding the provisions above, PS III shall
have the right to demand that SKYC pursue all legal remedies
to collect amounts due under any contract or agreement in the SKYC
Markets or at SKYC's option it may pay PS III the amount it
would have been paid if such receivables had been collected. Should
SKYC fail to do either of the aforesaid so within 60 days of
notice and if amounts due under the subject contract are more than
90 days past due, PS III may seek to collect the amounts due
on behalf of the Joint Venture and shall be reimbursed by
SKYC for all reasonable costs and expenses of such
collection efforts.
ARTICLE VI
AG
