Addendum To the
Strategic Alliance Agreement
(Dated April 23, 1998)
This Addendum dated October 21, 1999, is incorporated in, made a part of and is
attached to that certain Strategic Alliance Agreement, dated April 23, 1998
between EasyTel, a Nevada corporation, "EasyTel", and Pacific TelCom, an
Illinois corporation, "Re-Seller", (previously, Drayton Hall & Go.)
Replaces and supercedes paragraph 5, page 2, of the Strategic Alliance
Agreement, which currently is:
"5. Pursuant to this Agreement the parties agree to allocate, share, and divide
adjusted gross revenues from the re-sale of services and products of EasyTel
wheresoever marketed by Drayton, on an equal fifty-percent (50%) division to
each party."
To be replaced with:
'"5. The parties agree to allocate, share, and divide Adjusted Gross Revenues
from re-selling of such services, provisioned on any Universal Office jointly
owned by the parties, on an equal fifty-percent (50%) division to each party.
The Adjusted Gross Revenues shall be defined as:
a. All revenues generated from customer fees and usage, from all customers
serviced on the jointly owned Universal Office.
b. Less, dial tone and related telephone company billing, to be paid to EasyTel,
(based on direct cost from the underlying carriers)
c. Less, $3.00 per month, from each account, for general switch support and
customer services paid to EasyTel.
* The above $3.00 includes $0.50 designated for customer service, Re-Seller may
choose to provide its own in-house customer service and retain said $0.50.
** The above $3.00 also includes $1.00 per month per each toll-free number
(DINS), and $0.4275 per month, for each DID
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d. Less, credit card processing fees and chargebacks, (pass through costs from
the credit card processor).
e. Less, the Activation Fee, twenty percent (20%) for sales commissions from the
Monthly Fees and ten percent (10%) from the Usage Fees, all to be paid directly
to the Re-Seller responsible for generating the business, (the Marketing
dollars).
f. Less, $2.50 per month, as an EasyTip, to customers directly as Referral Fees
to the referring customer."
Replace and supercede paragraph 6, page 2 and top of page 3, of the Strategic
Alliance Agreement, which currently is:
"6. For the purpose of the Strategic Alliance Agreement, adjusted gross revenues
shall be defined as all revenues generated from customer usage of
telecommunication services, less all fees consisting of telephone billing costs,
20% marketing costs, charge backs relating to credit card usage and credit card
fees. II
"6. Re-Seller agrees that from time to time it will assume the roll of a "Guest
Re- Seller", and place business, customers and traffic, on Universal Office
Switches belonging to other Switched Re-Sellers "Host Re-Seller". And, from time
to time other Switched Re-Sellers may place their business, customers and
traffic on Re-Sellers' Universal Office.
Re-Seller understands that the above reciprocal agreement is a material
condition for EasyTel to enter into the Strategic Alliance Agreement with Re-
Seller. Re-Seller will participate in all revenues derived from either placing
business on other Switched Re-Sellers' Universal Offices or when hosting
business from other Re-Sellers on their Universal Office. The following will
describe the terms for sharing the above revenues.
The Adjusted Gross Revenues as described in paragraph 5, will be divided equally
between the Host Re-5eller, the Guest Re-5eller and EasyTel. Thirty three
percent point three (33.3%) to each. "
Dated: October 21, 1999
FOR: EasyTel FOR: Pacific TelCom
By: By:
Thomas Skala, Secretary Bill Angelos, President
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