<PAGE>
This agreement made as of the 26th day of Sept., 2000
BETWEEN Yapalot Communications Inc., a corporation incorporated
under the laws of Canada
("Yapalot")
-and-
(O SUNG GROUP) Chris Kwon, a corporation incorporated under the laws of
ONT., Address: 620 Jarvis St. Unit #315
("Approved Agent")
Whereas "Approved Agent" is authorized to operate as a Yapalot dealer and
desires to market subscriptions for the Yapalot VoIP Network and services and
products related hereto.
And whereas the "Approved Agent" wishes to be a part of the Yapalot VoIP
Network for the purpose of soliciting subscriptions to the Yapalot Network;
And whereas the "Approved Agent" wishes to maintain an ongoing relationship
with Yapalot for the purpose of activating subscriptions to the Yapalot VoIP
Network.
Now therefore, in consideration of the mutual covenants and agreements set
forth herein, the parties agree as follows:
1.00 INTERPRETATION
1.1 Definitions - When used in this agreement, the following terms shall
have the following meanings:
(a) "Advertising and Co-op Guidelines" means the advertising and promotional
guidelines for a Yapalot "Approved Agent" set out in Schedule "A" hereof.
(b) "Yapalot Network" means the system of VoIP (Voice Over IP) Gateways and
telephone service which interconnects with wireline telecommunication
carriers.
(c) "Customer" means a customer of Yapalot Communications Inc. who is an
end user or potential end user of the Yapalot system;
(d) "Distribution" means the reseller of Yapalot subscriptions as an Approved
Yapalot Agent
(e) "Locations" means the business locations specified in schedule "C" hereof.
(f) "Subscription" means a subscription by a customer for connection with the
Yapalot system, which shall be deemed to have occurred when: (1) a
subscription is accepted and approved by Yapalot; and (2) activated
within the Yapalot billing system so that Yapalot is able to record for
billing purposes the subscription usage of the Yapalot system; and
(3) any credit approval stipulated by Yapalot is obtained.
(g) "Hardware" Shall constitute any gateways, routers, computers, etc.
(h) "Opinion of Yapalot" The reasonable opinion of an employee, manager, or
any other primary contact of Yapalot senior management. If there shall
be a discrepancy in opinion, the opinion of the higher-ranking Yapalot
employee shall be true.
(i) Customer Voice Recordings - A recording of the telephone conversation
between the sales representative and the customer detailing the terms of
the sale as determined by Yapalot guidelines.
(j) Subscription Contract- The Yapalot authorized paperwork or contract to
substantiate a subscription by a customer for connection with the Yapalot
System which shall be deemed to have occurred when: (1) a subscription is
accepted and approved by Yapalot; and (2) activated within the
Yapalot billing system so that Yapalot is able to record for billing
purposes the subscription usage of the Yapalot system; and (3) any credit
approval stipulated by Yapalot is obtained. (4) Paperwork, contract, and
Customer Voice Recordings in .wav PC format to be submitted to Yapalot.
<PAGE>
(k) Activation - The process by which a subscriber or customer is entered into
the Yapalot Network, and billing system.
(l) Currency - All dollar amounts referred in this agreement are in Canadian
funds unless otherwise specified.
(m) Chargeback - Payment from the Approved Agent for activations, subscriptions
or customers that have been terminated, suspended or cancelled for any
reason before six months by any party.
(n) Gender - Except where the context otherwise indicates, words importing
the singular number only shall include the plural, vise versa, and words
importing the masculine gender shall include feminine gender.
1.1 Headings - The headings of all articles or sections herein are inserted
for convenience or reference only and shall not affect construction or
interpretation hereof.
1.2 Legislation - Any statute referred to herein shall be deemed to include
that statute as amended, restated and/or replaced from time to time, and
any successor legislation to the same general intent and affect.
Schedule "A" - Commission
Schedule "B" - Quarterly Sales Quotas
Schedule "C" - Goods & Services Tax
1.3 Effective date - There shall be no agreement, oral or written, between
the parties set forth in this document with respect to the provisions set
forth herein until the party described as "Approved Agent" shall have
signed and delivered two copies of this document to Yapalot, Yapalot shall
have executed this document through the signature of one authorized
sighing officer, and a fully executed copy of this document shall have
been delivered to the party described herein as the "Approved Agent",
at which time this agreement shall become effective and is herein referred
to as this "Agreement"
2.0 APPOINTMENT OF AGENT
Appointment as Agent - Yapalot hereby appoints Approved Agent, and Approved
Agent agrees to act as Yapalot's:
(a) Non -exclusive agent for the solicitation of Subscriptions;
at rates of Commission and upon such terms and conditions as Yapalot may from
time to time specify in accordance with this agreement
2.1 Further Appointment of Agents - Yapalot reserves the right to appoint other
Approved Agents in any area at its sole discretion.
2.2 Rules and Procedures - The Approved Agent acknowledges that Yapalot may
from time to time by notice in writing to the Approved Agent prescribe
rules and procedures to be followed by the Approved Agent and its employees
and agents in connection with the solicitation of Customers. The Approved
Agent agrees to be bound by and adhere to all such rules and procedures.
2.3 Entire Agreement- This Agreement including the schedules hereto constitutes
the entire agreement of the parties relating to the subject matter hereof
and supersedes all prior agreements, understandings, negotiations,
correspondence and discussions, whether written or oral,, relative to the
subject matter hereof. Except as otherwise specifically set forth in the
Agreement, neither party makes any representation, warranty or condition
express or implied, statutory or otherwise to the other. This agreement may
not be amended or modified except by a written instrument executed by both
parties. Yapalot shall have the right upon ten (10) days prior written
notice to the Approve Agent to amend any or all of the Schedules hereto in
any respect.
<PAGE>
3.0 COMMISSION
3.1 Commission - Yapalot shall pay to the Approved Agent commissions as
outlined in schedule "A"
3.2 Condition of Commission - Yapalot shall only become obligated to the
Approved Agent for payment of any particular Commission upon receipt by
Yapalot of; (1) all appropriate documentation, (2) Voice recordings and or
customer signed agreements, (3) first month payment from customer (4)
credit acceptance from Yapalot.
3.3 Commissions will be calculated from the first day of the calendar month to
the last day of the month.
3.4 Payment to the Approved Agent will be paid on the 15th of month following.
3.5 Commission will be charged back to the Approved Agent if the customer
cancels their service prior to 6 months or if Yapalot suspends or cancels
service for any reason. Yapalot will furnish the approved Agent with the
reason for account cancellation and chargeback details.
4.0 SUBMISSION OF SUBSCRIPTIONS
4.1 Procedures on Submission of Subscriptions - The Approved Agent agrees to
submit all orders for subscriptions on Yapalot's standard forms which shall
be provided to the Approved Agent by Yapalot from time to time, or on-line
via the internet through the Yapalot dealer website.
4.2 Yapalot's Right to Reject Subscriptions - The Approved Agent acknowledges
that Yapalot has the right, in their sole discretion, to reject or accept
any customer for any reason whatsoever.
5.0 APPROVED AGENT'S OBLIGATIONS
5.01 Approved Agent to Promote Yapalot - The Approved Agent agrees to use its
best efforts to promote Yapalot and sell Subscriptions in accordance with
the terms of this Agreement and by means of soliciting Subscriptions
authorized and approved in writing by Yapalot through only the Locations
specified herein.
5.02 Maintenance of Yapalot Standards - The Approved Agent shall maintain such
marketing and selling standards as are, in the reasonable opinion of
Yapalot, appropriate considering the quality and reputation of the Yapalot
Network. The Approved Agent acknowledges that strict compliance with such
standards is necessary in order to properly promote the Yapalot Network and
for the Approved Agent to retain its status with Yapalot as provided for in
this Agreement.
5.03 Covenants of Approved Agent - The Approved Agent agrees at all times during
the term of this Agreement to:
(a) maintain the Minimum Quarterly Sales Quota as described in Schedule "B"
during the term here of;
(b) use its best efforts to develop, promote and maintain the goodwill and
reputation of Yapalot, and the Yapalot Network.
(c) activate Customers on the Yapalot Network and not refer in any way to other
service providers which are competitive with Yapalot;
(f) at all times advertise and promote sales in accordance with applicable law
and the rules, procedures and policies established form time to time by
Yapalot with respect to such advertising and promotion.
(g) maintain accurate paperwork to support each activation.
(h) maintain customer voice recordings to support and substantiate each
activation. Voice recordings must include the wording provided by Yapalot
to the agent. These recordings must include the customers verbal
authorization of the services activated and payment method.
(i) Agent must deliver all documentation, customer contract/agreements, and
voice recordings to Yapalot on a monthly basis.
<PAGE>
6.0 YAPALOT'S OBLIGATIONS
6.1 Covenants of Yapalot - Yapalot agrees at all times during the term of this
agreement to:
(a) Provide whatever technical support that may be required from time to time
for network or hardware issues.
(b) Provide the Approved Agent with promotional material as may be required
from time to time.
(c) Provide the Approved Agent with an Agent Code to identify itself to Yapalot
for the purpose of activating customers.
(d) Appoint a Yapalot representative to be a primary point of contact for the
Approved Agent within Yapalot, who will assist the Approved Agent in the
resolution of problems, support the Approved agent's sales efforts, and
provide the Approved agent with information that Yapalot deems important to
the Approved Agent's business
6.2 No Representation or Warranty by Yapalot - Yapalot makes no representation
or warranty as to the commencement date or the actual operation of the
Yapalot Network in any geographical area.
7.0 TERM OF THE AGREEMENT
7.1 Term - Unless earlier terminated under Section 8.1 hereof, this Agreement
shall commence on the date hereof and remain in effect for a period of (1)
one year. Authorized Agents will undergo a complete review of their 1 year
performance to determine if Agent will maintain his "Authorized Agent"
status. In the event this Agreement expires without renewal, the parties do
not enter into a new agreement governing the subject matter hereof, and
Yapalot continues to accept Subscriptions from the Agent, this Agreement
shall continue in full force and effect until one party, upon not less than
thirty (30) days written notice to the other, terminates this Agreement. If
this Agreement is renewed. Yapalot's obligation to pay Commissions shall
not be affected by the expiry of the prior term except as may be provided
in the terms and conditions applicable to such renewal. If Yapalot
determines that the Agent properly represented the company during the
Agents initial 1 year term, then this agreement may be renewed by Yapalot.
8.0 TERMINATION
8.1 Termination by Yapalot - Yapalot may immediately terminate this Agreement
by written notice to the Approved Agent upon the occurrence of any of the
following events:
(a) the Approved Agent is in default in the performance of any of its
obligations under this Agreement, or breaches any provisions hereof and
such default or breach continues after 30 (thirty) days written notice from
Yapalot to the Approved Agent stating the particulars of such default;
(b) the Approved Agent fails, for two consecutive quarterly periods, to meet
the Minimum Quarterly Sales Quota;
(c) if the Approved Agent becomes bankrupt, becomes insolvent, makes an
assignment for the benefit of creditors or proposes or makes any
arrangements for the liquidation of its debts or a receiver, and manager is
appointed with respect to all or any part of the assets of the Approved
Agent;
(d) the whole or substantially the whole of the assets of the Approved Agent
are sold or conveyed without the prior written consent of Yapalot;
(e) the Approved Agent agrees to assign, purports to assign or is deemed to
have assigned this Agreement without the prior written consent of Yapalot
as herein required;
(f) the Approved Agent commits or participates in any fraudulent or improper
actions in the course of acting as an agent of Yapalot including, without
limitation, the submission to Yapalot of any fraudulent claims for
commission, bonus payment, refund, credit, rebate, allowance, discount or
other payment by Yapalot;
<PAGE>
(g) the conviction in any court of competent jurisdiction of the Approved Agent
or any employee, shareholder, director or officer of the Approved Agent for
any crime or violation of law if, in the opinion of Yapalot, such
conviction is likely to adversely affect the operation or business of the
Approved Agent or tend to be harmful to the goodwill and reputation of
Yapalot or to the reputation of the Yapalot Network;
(h) any conduct or practice by the Approved Agent, its directors, officers,
employees or shareholders, which in the opinion of Yapalot; is injurious to
the goodwill or reputation of Yapalot or the Yapalot Network; or
(i) the Approved Agent enters into an agreement with a competitor of Yapalot
providing for the payment of residuals or ongoing commissions on the sale
or activation of subscriptions.
(j) the Approved Agent or any affiliate of the Approved Agent defaults in
payment for any of its obligations under or has breached any provision of
any agreement with Yapalot or any affiliate of Yapalot.
8.2 Commissions Earned Prior to Termination
(a) The entitlement of the Approved Agent to any and all Commissions shall
cease as of the date of termination pursuant to section 8.1 and Yapalot
shall be under no obligation whatsoever to pay any compensation, damages,
costs or expenses of any kind or nature to the Approved Agent, nor any
Commission which, if this Agreement had not been terminated, would have
otherwise become due and payable.
(b) Yapalot shall holdback all Commissions owing to the Approved Agent but
unpaid prior to termination (the "holdback") to be applied against any
debits to the Approved Agent's account due to deactivations of Customers
activated by the Approved Agent within six months after the activation such
Customers. The Holdback shall be released by Yapalot to the Approved Agent
over the six month period immediately after termination, on a proportionate
basis to the activations during the six month period immediately prior to
termination. If the Holdback is insufficient to cover the amount of such
debits to the Approved Agent's account, the Approved Agent agrees to
promptly pay to Yapalot the amount of such deficiency.
(c) The provisions of this section 8.2 shall survive the termination of expire
of this Agreement.
8.3 The Approved Agent may terminate this contract providing Yapalot sixty (30)
days written notice. This clause may be used providing Yapalot has not met
it's obligations as provided in this agreement.
9.0 INDEMNITY, INSURANCE
9.1 Indemnification of Yapalot - The Approved Agent agrees to indemnify and
hold Yapalot harmless against and all liabilities, claims, damages, costs
or expenses (including legal fees and expenses) incurred by Yapalot by
reason of or arising out of or relating to any acts, duties and obligation
or omissions of the Approved Agent hereunder or of any personnel employed
by, or agent of, the Approved Agent and the Approved Agent shall, at the
request of Yapalot, assume the defense of any demands, claims, actions,
suits or proceedings brought against Yapalot by reason thereof and pay any
and all damages assessed against or that are payable by Yapalot as a result
of the disposition of any such demands, claims, actions, suits or
proceedings. Notwithstanding the foregoing, Yapalot may be represented in
any such demands, claims, actions, suits or proceedings by its own counsel
at the expense of the Approved Agent.
9.2 Maintenance of Insurance- The Approved Agent shall maintain in full force
and effect a comprehensive general liability insurance policy or policies
with personal injury liability blanket, contractual liability and complete
operations liable insurance endorsements protecting the Approved Agent
Yapalot hardware and equipment at the preferred gateway locations and
Yapalot and their officers and employees against loss, liability or expense
as a result of personal injury, death or property damage or otherwise
arising out of our occurring in connection with the business of the
Approved Agent, or burglary. Yapalot shall be an additional insured under
such policy or policies which shall be written by a responsible insurance
company or companies licensed to do business in the province/city/country
in which the Approved Agent conducts its business, and meeting with the
reasonable approval of Yapalot, with a combined single limit of not less
than $3 million for bodily injury, death and for property damage. Such
policy or policies shall provide that they shall not be canceled or altered
without at least sixty (60) days prior written notice to Yapalot. Within
ten (10) days after execution of this Agreement, the Approved Agent shall
furnish Yapalot with a certificate or certificates of such insurance,
together with evidence that the premiums therefore have been paid.
<PAGE>
10.0 RECORDS AND REPORTS
10.1 Maintenance of Records - The Approved Agent shall maintain at each
location, office or place of business accurate records of all sales
transactions pertaining to this Agreement, including sales Subscriptions,
and shall retain the same for a period of two (2) years after the date of
termination of this Agreement. If Yapalot requires any information in
connection with such accounts and records, the aforesaid accounts and
records shall be made available for the Approved Agent during its normal
business hours for examination by Yapalot.
10.2 Delivery of Records to Yapalot - The Approved Agent will prepare and
forward as may be requested by Yapalot from time to time any and all
reports which Yapalot deems necessary or desirable.
10.3 Goods and Services Tax (not applicable outside Canada) - The Approved Agent
shall provide Yapalot with particulars of its status for the purpose of the
federal Goods and Services Tax, in the form prescribed by Schedule C to
this Agreement. This rule need not apply to countries outside of Canada
where goods and services tax do not apply. VAT taxes may apply in these
cases.
10.4 Subscriber List - The Approved Agent acknowledges and agrees that the names
of Subscribers and their information constitute the confidential and
proprietary information of Yapalot. Upon the expire or termination of this
Agreement, the Approved Agent shall deliver to Yapalot a true and complete
listing of all its Subscribers together with their respective subscription
telephone numbers and such other information as Yapalot may request.
11.0 TRADEMARKS AND OTHER PROPRETARY MARKS
11.1 Use of "Yapalot" Trademarks- The Approved Agent may describe and refer to
itself as an approved agent of Yapalot. The Approved Agent may use the
"Yapalot" trademarks in accordance with the terms herein in connection with
the promotion or sale of Subscriptions unless otherwise instructed by
Yapalot in writing. All sub-agents established by the Approved Agent shall
be entitled to use a designation of "Yapalot Approved Agent" subject to the
terms set out in this Article 11.
11.2 Terms of Use - The Approved Agent hereby acknowledges, and shall not at any
time, directly or indirectly contest the validity of the trademark
"Yapalot" and such other trademarks claimed by, used by, registered or
applied for registration by Yapalot (the "trademarks"). The Approved Agent
further acknowledges the exclusive ownership of the trademarks by Yapalot,
its successors and assigns and agrees that the trademarks are, and shall
remain the property of Yapalot. Approved Agent agrees to indemnify and hold
harmless Yapalot from and against any claims or liabilities arising as a
result of the use hereunder by the Approved Agent of the trademarks or
proprietary marks of Yapalot.
11.3 Corporate Name of Approved Agent - The Approved Agent agrees that it shall
not use the trademark "Yapalot" as part of its corporate name.
11.4 Non-Alteration of Affixed Trademarks - The Approved Agent agrees that it
shall not remove or alter the "Yapalot" trademark
12.0 CONFIDENTIALITY
12.1 Confidentiality of Yapalot information - The Approved Agent agrees that any
and all information, written or oral, which is proprietary or confidential
in nature and which is disclosed by Yapalot or it's agents to the Approved
Agent concerning the business or affairs of Yapalot, shall be treated as
confidential and that such information during the term of this agreement or
anytime thereafter, directly or indirectly to any other person, firm or
corporation without the express prior written consent of Yapalot. This
provision is in addition to any other covenant or agreement previously
given by the Approved Agent to Yapalot with respect to the treatment of
confidential information.
<PAGE>
Nothing in this section shall preclude the Approved Agent from disclosing
or using confidential information if the Approved agent can demonstrate
that: Disclosure of the confidential information is required to be made
by any law, regulation, governmental body or authority by court order.
12.2 Relief for Breach of Confidentiality - The Approved Agent acknowledges that
a breach or threatened breach by the Approved Agent of the provisions in
this article 12 will result in Yapalot and it's shareholders suffering
irreparable harm which cannot be calculated or full or adequately
compensated by recovery of damages alone. Accordingly, the Approved Agent
agrees that Yapalot shall be entitled to interim and permanent injunctive
relief, specific performance and other equitable remedies, in addition to
any other relief to which Yapalot may become entitled.
13.0 EMPLOYEES
13.1 Employees of Yapalot -The Approved agent shall not, either during the term
of this Agreement or for a period of one (1) year thereafter, directly or
indirectly, in any manner whatsoever, including without limitation, either
individually or in a partnership, jointly or in conjunction with any other
person, or as an employee, principal, agent, director or shareholder, hire
any employees of Yapalot or any of it's affiliates or agents or induce or
attempt to induce any employees of Yapalot or it's affiliates or agent to
leave their employment.
14.0 CUSTOMERS
14.01 Customers of Yapalot -The Approved Agent acknowledges that all customers
are customers of Yapalot and that the primary purpose of this Agreement
is to further and promote the relationship of Yapalot and it's customers.
The Approved Agent shall not, during the term of this Agreement and for a
period of five (5) years thereafter, directly or indirectly in any manner
whatsoever, including without limitation, either individually or in a
partnership, jointly or in conjunction with any other person, or as an
employee, principal, agent, director or shareholder:
(1) contact any customer of Yapalot or it's affiliates or dealers, who have
purchased any service whatsoever from the Approved Agent or from any
person conducting business at the Approved Agent's place of business,
after termination of this agreement.
(2) contact any customer or potential customer to sell or solicit any product
or service without the prior written consent of Yapalot, after
termination of this agreement
<PAGE>
15.00 GENERAL
15.01 Notice - Any notice, waiver or other document or communication required
or permitted to be given to any party under this Agreement shall be
validly given only if in writing and if delivered personally (which shall
include delivery by courier or other agent) or if faxed to that party at
the following address:
To Yapalot: 4884 Dufferin St. #1
Downsview, Ontario
M3H 5S8
Attention: Manager
Fax No.: (416) 663-8280
To the Approved Agent: Address:
Attention:
Fax:
15.02 Any such notice delivered or faxed as aforesaid shall be deemed to have
been given or made on the date on which it was delivered or faxed, as the
case may be. Any party may at any time give notice in writing to the
other party of any change of address of the party giving notice and from
and after the giving of such notice the address therein specified shall
be deemed to be the address of such party for the giving of notices
hereunder.
15.03 Time of Essence - Time shall be of essence of this Agreement.
15.04 Ensurement and Assignment- This Agreement shall ensure to the benefit of
and be binding upon the parties and their respective heirs, executors,
legal personal representatives, successors and permitted assigns. Neither
this Agreement, nor any of the rights or obligations of the parties
hereunder may be assigned by any of the parties without the prior written
consent of the other party; provided that Yapalot may assign this
Agreement to a Corporation that is affiliated with Yapalot. This
Agreement shall be deemed to be assigned by the Approved Agent in the
event of any change, directly or indirectly, in the ultimate effective
voting control of the Approved Agent from those persons having such
control at the date hereof.
15.05 Further Assurances - each of the parties shall provide such further
documents or instruments required by the other party as may reasonably be
necessary or desirable to give effect to the purpose of this agreement
and to carry out it's provisions.
15.06 Execution in Counterparts - This agreement may be executed by the parties
in separate counterparts each of which when so executed and delivered
shall be an original but all such counterparts shall together constitute
one in the same instrument.
15.07 Waiver -No provision of this Agreement shall be deemed waived by a course
of conduct unless such waiver is in writing signed by all parties and
stating specifically that it was intended to modify this agreement.
15.08 Proper Law - This Agreement shall be construed and enforced in accordance
with the laws of the Province of Ontario and the parties irrevocably
attorn to the jurisdiction of the courts of such province.
15.09 Severability - If any term or provision of this agreement shall to any
extent be found to be invalid, void or unenforceable, the remaining terms
and provisions shall nevertheless continue in full force and effect.
15.10 Right of Set Off - Yapalot shall be entitled to set off, against
commissions owing to the Approved Agent, any amounts owing by the
Approved Agent to Yapalot. The rights of Yapalot under this section 15.9
are in addition to any other rights which Yapalot may have upon failure
of the Approved agent to comply with any of it's obligations under this
agreement.
15.11 Relationship of Parties - The Approved Agent acknowledges that it is
acting on behalf of Yapalot solely for the purpose of solicitation of
subscriptions to the Yapalot Network. The relationship between Yapalot
and the Approved Agent is intended to be and shall be that of agent and
representative solely for the purpose of soliciting Subscriptions and the
Approve Agent shall in no circumstances be considered a partner, joint
ventures or employee of Yapalot. The Approved Agent acknowledges that in
acting as agent for and on behalf of Yapalot, the authority hereby
granted to the Approved Agent does not extend to or include binding
Yapalot to provide any service to a Customer, each solicitation being
subject to the sole approval of Yapalot.
<PAGE>
16.0 TRANSITIONAL PROVISION
This Agreement supersedes any previous agency agreements between the
parties and all obligations of the parties to such previous agreements
terminate as of the date of this Agreement. There shall be no
termination, however, of either part's obligation pursuant to such
previous agreements to make payments where such payments where such
payments are due on or prior to the date of this Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement as off the
date written above.
Yapalot Communications Inc.
By: /s/ ABE BENITAH
---------------------------
Name: ABE BENITAH
--------------------------
Title: V.P. Marketing & Sales
-------------------------
ABE BENITAH
-------------------------------
(print name)
By: /s/ CHRIS KWON
---------------------------
Name: CHRIS KWON
--------------------------
Title: Owner
-------------------------
<PAGE>
SCHEDULE "A"
COMMISSIONS PAID BY YAPALOT TO THE APPROVED AGENT
<PAGE>
SCHEDULE "B"
QUARTERLY SALES QUOTA
Yapalot has the unilateral right to set Minimum Quarterly Sales Quotas
for each calendar year and will notify the Approved Agent thereof in
advance. The Minimum Sales Quota for the balance of the year in which
this agreement is executed as of the date hereof is as follows:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
<PAGE>
SCHEDULE "G"
GOODS AND SERVICES TAX
Please complete:
Full Legal Business Name O SUNG GROUP/CHRIS KWON
-----------------------------------------------
Address: 620 JARVIS ST. UNIT #315
---------------------------------------------------------------
TORONTO ONT. M4Y2R8
------------------------------------------------------
Telephone No.: (416) 816-3383
----------------------------------------
Fax No.:
---------------------------------------------
1) We are registered for GST: (or other State or Country Tax)
Registration Number __ __ __ __ __ __ __ __ __
Please be advised of our above GST registration number.
Our commissions are subject to GST in accordance with the federal GST
legislation Please include 7% GST on our commissions
2)__We are not GST registered for the following reason:
__We are a small business as per GST guidelines have elected not to
register for Federal GST purposes.
x Other /s/ Chris Kwon
-- ---------------------------------------------------
Our commissions are not subject to Federal GST.
