SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-K/A
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to _________
Commission File Number: 1-10210
EXECUTIVE TELECARD, LTD.
(Exact name of registrant as specified in its charter)
Delaware 13-3486421
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
1720 South Bellaire Street, Suite 1000, Denver, Colorado, 80222
(Address of principal executive offices)
Registrant's telephone number, including area code:(303) 691-2115
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to section 12(g) of the Act:
Common Stock $.001 Par Value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes _X_ No ___
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-
affiliates of the registrant based on the closing sale price of
such stock as of May 31, 1998 amounted to $46,229,314.
The number of shares outstanding of each of the registrant's
classes of common stock as of May 31, 1998 was 17,346,766 shares,
all of one class of $.001 par value Common stock.
(Balance of Page Left Blank Intentionally)
EXECUTIVE TELECARD, LTD.
FORM 10-K
FISCAL YEAR ENDED MARCH 31, 1998
TABLE OF CONTENTS
Page
Part IV Item 14 Exhibits, Financial Statements, Schedules 4
and Reports on Form 8-K
EXECUTIVE TELECARD, LTD.
EXPLANATORY NOTE
This Form 10-K A amends Item 14 (Exhibits, Financial
Statements, Schedules and Reports on Form 8-K) to add the
following exhibits that were inadvertently omitted from the
Company's Form 10-K:
Exhibit Description
10.17 Agreement for Telephone Service Through Metromedia ITT
Long Distance Travel Card, dated September 10, 1990,
between Executive TeleCard S.A. and Communications
Services, Inc. d/b/a Metromedia ITT Long Distance.
10.18 Agreement for Telephone Service Through, dated
September 5, 1990, between Executive TeleCard S.A. and
ATC.
10.19 Contract of Services, dated January 5, 1995, between
the Company and Telefonos de Mexico, S.A. de C.V.
10.20 Modification Agreement, dated as of June 17, 1996, by
and between the Company and Telefonos de Mexico, S.A.
de C.V.
10.21 Agreement for Telephone Service Through LiTel
Telecommunications Corp., dated November 1, 1991,
between Executive TeleCard S.A. and LiTel
Telecommunications Corp.
PART IV
ITEM 14 - Exhibits, Financial Statements, Schedules and Reports
on Form 8-K
a) 1. The financial statements are included in Part II, Item 8
beginning at Page F-1:
2. Financial Statement Schedule
Schedule II Valuation and Qualifying Accounts
b) Reports on Form 8-K:
A report on Form 8-K dated June 24, 1998 under Item 2
was filed with the Commission on June 24, 1998 to
report the signing of a definitive agreement to
acquire IDX International, Inc.
c) Exhibits:
3.1 Restated Certificate of Incorporation as amended July 26,
1996 and August 29, 1996 filed as Exhibit 3.1 to the
Company's Form 10-Q for the period ended September 30,
1996 and incorporated herein by reference.
3.2 Amended and Restated Bylaws.
4.1 Rights Agreement dated as of February 18, 1997
between the Company and American Stock Transfer & Trust
Company, which includes the form of Certificate of
Designations setting forth the terms of the Series A
Participating Preference Stock, par value $.001 per share,
as Exhibit A, the Form of Right Certificate as Exhibit B
and the Summary of Rights to Purchase Preference Shares
as Exhibit C filed as Exhibit 1 to the Company's
Registration Statement on Form 8-A (No. 1-10210)
and incorporated herein by reference.
4.2 Form of Letter from the Board of Directors of the Company
to Stockholders mailed with copies of the Summary of
Rights filed as Exhibit 2 to the Company's Registration
Statement on Form 8-A (No. 1-10210) and incorporated
herein by reference.
10.1 Damiel Elektronik Development Agreement filed as Exhibit
10.6 to the Company's Form S-1 Registration Statement
(No. 3325572) and incorporated herein by reference.
10.2 Agreement between Executive TeleCard S.A. (Switzerland)
and Telstra Corporation Limited (Australia) for
Enhancement of Telecom Australia Calling Card dated August
3, 1993 filed as Exhibit 10.12 to the Company's Form 10-K
for the period ended March 31, 1996 and incorporated
herein by reference. This Agreement is subject to a grant
of confidential treatment filed separately with the U.S.
Securities and Exchange Commission.
10.3 Office Building Lease between Executive TeleCard, S. A.
and Provident Life and Accident Insurance Company dated
December 15, 1995 for the 1720 South Bellaire, Denver,
Colorado offices and First Amendment to the Lease
Form 10-K for the period ended March 31, 1996 and
incorporated herein by reference.
10.4 Promissory Note and Stock Option Agreement between the
Company and World Wide Export, Ltd. dated February 28,
1996 filed as Exhibit 10.20 to the Company's Form 10-K for
the period ended March 31, 1996 and incorporated herein by
reference.
10.5 Promissory Note and Stock Option Agreement between the
Company and Seymour Gordon dated February 28, 1996 filed
as Exhibit 10.21 to the Company's Form 10-K for the period
ended March 31, 1996 and incorporated herein by reference.
10.6 Promissory Note and Stock Option Agreement between the
Company and Network Data Systems, Limited dated June 27,
1996 filed as Exhibit 10.2 to the Company's Form 10-Q for
the period ended June 30, 1996 and incorporated herein by
reference.
10.7 Settlement Agreement and Mutual Release dated as of May
28, 1996 between the Company Ltd. and Walter K. Krauth,
Jr. filed as Exhibit 10 to the Company's Form 8-K dated
May 28, 1996 and incorporated herein by reference.
10.8 Settlement Agreement dated April 2, 1998 between the
Company and parties to In re: Executive TeleCard, Ltd.
Securities Litigation, Case No. 94 Civ. 7846 (CLB),
U.S.D.C., S.D.N.Y.
10.9 1995 Employee Stock Option and Appreciation Rights
Plan, as amended and restated.
10.10 1995 Directors Stock Option and Appreciation Rights
Plan, as amended and restated.
10.11 Employment Agreement for Christopher J. Vizas dated
December 5, 1997 filed as Exhibit 10 to the Company's
Quarterly Report on Form 10-Q for the quarter ended
December 31, 1997 and incorporated herein by reference.
10.12 Employment Agreement for Colin Smith dated February
1, 1998.
10.13 Employment Agreement for Ronald A. Fried dated February
20, 1998.
10.14 Promissory Note dated February 23, 1998 between the
Company and IDT Corporation.
10.15 Warrant to purchase 500,000 shares of common stock of
the Company dated February 23, 1998 issued to IDT
Corporation.
10.16 Consulting Agreement for John Koonce dated April 13,
1998.
10.17 Agreement for Telephone Service Through Metromedia
ITT Long Distance Travel Card, dated September 10, 1990,
between Executive TeleCard S.A. and Communications
Services, Inc. d/b/a Metromedia ITT Long Distance.
10.18 Agreement for Telephone Service Through, dated
September 5, 1990, between Executive TeleCard S.A. and
ATC.
10.19 Contract of Services, dated January 5, 1995, between
the Company and Telefonos de Mexico, S.A. de C.V.
10.20 Modification Agreement, dated as of June 17, 1996, by
and between the Company and Telefonos de Mexico, S.A. de
C.V.
10.21 Agreement for Telephone Service Through LiTel
Telecommunications Corp., dated November 1, 1991,
between Executive TeleCard S.A. and LiTel
Telecommunications Corp.
10.22 Agreement and Plan of Merger, dated June 17, 1998, by
and among the Company, IDX International, Inc., EXTL
Merger Sub No. 1 and the stockholders of IDX
International, Inc., filed as Exhibit 2.1 to the Company's
current report on Form 8-K filed with the Commission on
June 24, 1998.
21 Subsidiaries of the Registrant
23 Consent of BDO Seidman, LLP
27 Financial Data Schedule
99.1 Section 214 License filed as Exhibit 10.5 to the
Company's Form S-1 Registration Statement (No. 33-25572)
and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
EXECUTIVE TELECARD, LTD.
Dated: June 26, 1998
BY: ___________________/S/_____________________
Anne E. Haas
Vice President, Controller and Treasurer
Pursuant to the requirement of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in capacities and on the dates
indicated.
Dated: June 26, 1998 BY: __________________/S/__________________
Christopher J. Vizas
Chairman of the Board of Directors,
and Chief Executive Officer
(Principal Executive Officer)
Dated: June 26, 1998 BY: ___________________/S/__________________
Anne E. Haas
Vice President, Controller and Treasurer
(Principal Accounting Officer)
Dated: June 26, 1998 BY: ___________________/S/__________________
Anthony Balinger,
Vice Chairman and Director
Dated: June 26, 1998 BY: ___________________/S/__________________
Edward J. Gerrity,
Director
Dated: June 26, 1998 BY: ___________________/S/__________________
James O. Howard,
Director
Dated: June 26, 1998 BY: ___________________/S/__________________
John E. Koonce,
Director
Dated: June 26, 1998 BY: ___________________/S/__________________
Richard A. Krinsley,
Director
Dated: June 26, 1998 BY: ___________________/S/__________________
Martin L. Samuels,
Director
Dated: June 26, 1998 BY: ___________________/S/__________________
Donald H. Sledge,
Director
Dated: June 26, 1998 BY: ___________________/S/__________________
David W. Warnes,
Director
AGREEMENT
FOR TELEPHONE SERVICE
THROUGH METROMEDIA<>ITT LONG DISTANCE TRAVEL CARD
Dated: 09/10/1990
Between
Executive TeleCard S.A. (hereinafter referred to as
"TeleCard"), whose address is Rue de la Morache 14, 1260
Nyon, Switzerland,
And
Communications Services, Inc. d/b/a Metromedia<>lTT Long
Distance, a corporation duly organized and existing under
the laws of the State of Delaware, USA and having its
principal office at 100 Plaza Drive, Secaucus, N.J. 07096,
USA (hereinafter referred to as "Metromedia<>ITT")
- ------------------------------------------------------------
- -----------
1. The Service
TeleCard is engaged in the business of providing a
service which enables users of the public telephone
systems in certain countries other than the United
States of America (see Appendix I) to charge their
calls to a travel card (the "Service"). TeleCard agrees
to make the Service available for resale to holders of
Metromedia<>ITT Travel Cards. Metromedia<>ITT agrees to
resell the Service to its Travel Card holders on a per
request basis.
2. Term
The term of this Agreement shall be for two years and
commence on the first written above. Unless terminated
in accordance with Clause 9, Agreement shall
automatically renew for additional periods of 12
months.
3. Operations
3.1 When used in this Agreement, unless the context
otherwise requires, of the terms set forth
hereinbelow shall have the meaning as indicated
below:
a) "Metromedia<>lTT Card(s)" and "Metromedia<>ITT
Travel Cards
shall mean an unexpired calling card(s) bearing
the service mark (s) trade mark(s) and/or trade
name of Metromedia<>ITT and a design or style as
may, from time to time, determined
Metromedia<>ITT.
b) Cardholder(s)" shall mean the person or entity
whose name appears on the Metromedia<>ITT as the
authorized user thereof.
c) "Hot Card Notice" shall mean a notification
supplied daily
Metromedia<>ITT to TeleCard containing the card
numbers of
Metromedia<>lTT Cards which are to be blocked from
use.
d) "Stop List" shall mean the list to be supplied
daily
Metromedia<>ITT to TeleCard, containing the card
number
Metromedia<>ITT Travel Cards which are being
improperly used and any lost, stolen and/or
cancelled Metromedia<>ITT cards which then to be
blocked from use.
3.2 TeleCard will establish a system elected by
Metromedia<>ITT that Cardholders to use their current
Metromedia<>ITT number to telephone calls. If
Metromedia<>ITT selects the pin number security system,
TeleCard will assign these numbers at cost to
Metromedia<>ITT. If Metromedia<>ITT prefers verification of
valid cards be done via service center, the technicians from
both companies will work out details, costs to be shared
equally.
3.3 Telecard will adapt its software to accept the
Metromedia<>ITT numbering system and technical
specifications as outlined in Appendix II.
3.4 Telecard shall send to Metromedia<>ITT before the 29th
of each month a magnetic tape containing the information
necessary for Metromedia<>ITT to bill its Cardholders for
telephone calls made and charged through Telecard during the
preceding month.
3.5 Telecard will bill Metromedia<>ITT in the currency of
the United States of America ("US Dollars"). Where Telecard
must convert from another currency to US Dollars it shall
use the conversion rate contained in the Wall Street Journal
on the date of bill preparation.
3.6 Metromedia<>ITT shall pay Telecard in US Dollars all
charges recorded by Telecard minus the "discount fee" to
Metromedia<>ITT (see Article 7 of this Agreement), within
thirty (30) days after receipt of the magnetic tape
containing the billing information.
3.7 An annual service charge of US $9.95 will be billed to
Metromedia<>ITT for each Card accessing the Executive
Telecard dialing system. ETI will bill this fee annually in
the tapes it prepares and sends to Metromedia for billing.
This annual service charge will only be applied to each
account that actually uses the Card to access the Executive
Telecard dialing System the first time in each new calendar
year.
3.8 Metromedia<>ITT will establish its prices to the
Cardholders, invoice and collect from the Cardholder in
accordance with the normal procedures and practices of
Metromedia<>ITT.
3.9 Metromedia<>ITT shall be entitled to refuse payment of
a service charge imposed on a Cardholder, or a call made by
a Cardholder through Telecard, or if payment has been made,
to claim an immediate refund, if:
a) a call was made more than sixty (60) days
prior to the billing date, or,
b) the call was made with an expired Metromedia<>ITT Card
or a Notice call was made; or
c) the Cardholder refuses to make payment to
Metromedia<>ITT in respect of such call on the grounds of
poor transmission quality, or misdialing, the call was not
completed, or, the Cardholder did not authorize the call.
3.10 TeleCard, working within parameters to be set by
Metromedia<>ITT, is to develop a near-real-time capability
for identifying and controlling fraudulent usage. The basis
for determining potentially fraudulent usage could be, but
is not limited to, any of the following criteria:
- excessive attempts from a single CAVIAR unit;
- excessive minutes of usage per day/week/month;
- excessive duration per call;
- concurrent usage from multiple CAVIAR units.
Telecard is to provide the capability to
dynamically cancel codes upon detection as
potentially compromised.
3.11 TeleCard covenants, warrants and agrees that it
shall not make any extra or special charge in
connection with any call made by a Cardholder and
will bill according to published prices.
4. Marketing
4.1 After a mutually agreed upon "start date",
Metromedia<>ITT will distribute to all Cardholders
requesting the "Service" instructional material
illustrating how the Cardholder will use the
"Service" and such other promotional and user
material that Metromedia<>ITT deems suitable for
the promotion of the use of the "Service".
4.2 Metromedia<>ITT at its own cost and expense, shall
in its sole discretion, advertise, use direct
mail, engage in sales promotions and other related
marketing activities as Metromedia<>ITT deems
suitable to promote the use of the "Service". The
promotion of the "Service" will commence after the
mutually agreed upon start date.
4.3 TeleCard will provide free-of-charge technical and
marketing assistance in the production of
Cardholder information for use of the service.
4.4 TeleCard will supply to Metromedia<>ITT at
TeleCard's cost any user material, such as touch
tone pads, necessary for the Cardholder to use the
"Service" in some countries. The at cost prices to
Metromedia<>ITT, quantities and delivery deadlines
must be reasonable and agreed upon in advance or
periodically between the parties. The method of
distribution of such materials is left to the sole
discretion of Metromedia<>ITT.
5. Trademarks and Logos
5.1 TeleCard hereby warrants and represents that it
has the right to use and authorizes
Metromedia<>ITT for the term of this Agreement to
publish the name of TeleCard and the locations of
the " Service" in any advertising, newsletters and
directory of merchants or other publication of
Metromedia<> ITT.
5.2 Metromedia<>ITT agrees that the Executive TeleCard
International trademarks and logos belong to
TeleCard and will devote its best efforts during
and after the Term to protect TeleCard's interests
in these trademarks and logos.
5.3 Executive TeleCard International agrees that
Metromedia<>ITT trademarks and logos belong to
Metromedia<>ITT and will devote its efforts during
and after the Term to protect Metromedia<>ITT's
interests in these trademarks and logos.
5.4 Each Party shall obtain from the other Party
approval in writing, to publication, of any
advertising and/or promotional mat containing the
service marks and/or trademarks of the other
Party.
6. Independent Contractors
6.1 Metromedia<>ITT is not acting on behalf of
TeleCard.
6.2 TeleCard is not acting on behalf of
Metromedia<>ITT.
6.3 This Agreement does not in any way create the
relationship of venture, partnership, or principal
and agent between Metromedia and TeleCard.
TeleCard shall not act or attempt to act; or
represent i~ directly or by implication, as agent
for Metromedia<>ITT or in any manner assume or
create or attempt to assume or create any
obligation on behalf or in the name of
Metromedia<>ITT.
7. Compensation
For the marketing and administrative services rendered,
including billing to and collection from the
Cardholders, TeleCard will grant Metromedia<>ITT
"discount fee" of 396 of toll charges resulting from
the use of the "Service by the cardholders.
Metromedia<>ITT will deduct the "discount fee" from
each
payment made to TeleCard.
8. Confidentiality
8.1 As a result of carrying out this Agreement, the
Parties will have access to confidential material
and information belonging to the other Party,
including but not limited to, client lists,
employee lists, procedure manuals and techniques
and programs used by the company or planned to be
used in the future ("Confidential Information").
This Confidential Information has been acquired by
the Party after considerable expense, time and
energy. Each Party agrees to protect the Confide
Information from disclosure to third parties and
limit access to those employees and officers of
the receiving Party's organization who have need
to know the Confidential Information for the
purposes of this Agreement.
8.2 The obligations imposed upon the Parties in this
Article 8 shall not apply to Confidential
Information:
a. which becomes generally available to the
public through no wrongful act of the
Receiving Party; or
b. which is already lawfully in the possession
of the Receiving Party and not subject to an
existing agreement of confidentiality between
the Parties; or,
c. which is received from a third party without
restriction and without breach of this
agreement; or
d. which is independently developed by the
Receiving Party; or
e. which is furnished to a third party by the
Disclosing Party without similar restriction
to the third party's rights; or
f. which is disclosed pursuant to the binding
order of a government agency or a court so
long as the Disclosing Party provides the
other party with notice of such disclosure
prior to any such disclosure.
8.3 In the event of a breach of this Article B, the
Parties agree that the harm suffered by the
injured party would not be compensable by monetary
damages alone and, accordingly, that the injured
party shall, in addition to other available legal
or equitable remedies, be entitled to an
injunction against such breach.
9. Termination
9.1 Metromedia<>ITT can terminate this Agreement upon
120 days written notice to TeleCard prior to the
end of the initial period or the end of any
subsequent annual renewal period. TeleCard can
terminate this Agreement upon 120 days written
notice to Metromedia<>ITT prior to end of the
initial period or the end of any subsequent annual
renewal period.
9.2 Upon termination of this Agreement, discount fees
will continue to be paid as outlined in Article 7,
for the "Service" used by Cardholders before
termination, as long as billing and collection are
performed by Metromedia<>ITT.
9.3 Termination of this Agreement for any reason shall
not release either party hereto from any accrued
liability to the other party. Metromedia<>ITT's
right to terminate this Agreement as provided
above shall be without prejudice to any other
rights provided to it by law or equity.
9.4 Upon the termination of this Agreement, for
whatsoever reason, TeleCard shall cease to use or
refer in any manner to the service marks and/or
trademarks of Metromedia<>lTT or any other design
(hereinafter collectively referred to as the
"Marks") on or relating to Metromedia<>ITT and
shall return to Metromedia<>ITT all publications,
promotional materials or other items bearing the
Marks which have been sent to TeleCard pursuant to
this Agreement which are in Telecard's possession.
10. Assignment
10.1 Except as provided below, it is expressly agreed
that both parties not assign or transfer all or
any part of its rights under Agreement.
Metromedia<>ITT shall have the right to assign
agreement to any person or entity controlling,
controlled by or u~ common control with it. Any
other assignment or transfer of Agreement, or any
assignment or transfer of any interest in this
Agreement, without the prior written approval of
both parties, she: null and void and of no effect.
11. Warranties
11.1 TeleCard represents and warrants that it has the
requisite authority and holds the necessary
licenses, permits and certificates to provide the
Service in each jurisdiction in which the Service
is offered.
11.2 Metromedia<>ITT will not make any warranty to its
prospects and clients beyond those made by
TeleCard.
12. Hold Harmless
12.1 TeleCard shall indemnify, defend, protect and hold
Metromedia<>ITT and its parents, subsidiaries,
affiliates, employees, officers, directors, agents
harmless in respect of:
a) any and all losses, damages, liabilities or expenses
(including, without limitation, costs of judgment and
attorneys' fees) arising from or related to claims, actions
or proceedings resulting from TeleCard's violation of any
representation or warranty contained in this Agreement or
failure to perform or observe any of its obligations under
this Agreement;
b) any loss, damage or liability suffered or
incurred as a result of any failure or
omission of TeleCard to charge, report or pay
any taxes required by law to be charged,
reported or paid in connection with any
Metromedia<>ITT Card transaction contemplated
by this Agreement.
c) any loss, damage, liability or expense
(including, without limitation, costs of
judgment and attorneys' fees) suffered or
incurred as a result of claims for
infringement of trademark copyrights arising
out of this Agreement.
13 Force Majoure
TeleCard's performance under this Agreement shall be
suspended for as long as and to the extent the
performance is prevented if in certain countries the
local telephone authorities cannot or will not allow
the Service or in case of acts of governments or Force
Majeure.
14. Communications
14.1 Any notice or communication by either party to the
other shall be in writing and shall be deemed to
have been duly given if ether delivered
personally, by telefax transmission, or by prepaid
registered mail, addressed to the other party at
the appropriate address stated above, or at such
other address as such party hereto may hereafter
specify to the other party.
15. General Provisions
15.1 This Agreement shall be governed by and construed
in accordance with the laws of the State of New
York, U.S.A. and the Parties hereby submit to the
jurisdiction of the courts situated within the
State of New York for such purpose.
15.2 If any provision of this Agreement is held invalid
illegal or unenforceable in any respect, such
invalidity, illegality or enforceability of any
other provision hereof; provided that such
invalidity does not materially prejudice either
party in their respective rights and obligations
contained in the valid terms, covenants or
conditions.
15.3 The failure of either party to require the performance
of any of the terms of this Agreement or the waiver by
either party of any default under this Agreement shall not
prevent a subsequent enforcement of such term, nor be deemed
a waiver of any subsequent breach.
15.4 The use of any gender shall include all genders,
and the use of any number shall be construed as
the singular or the plural, as the context may
require.
15 .5 The obligations of each of the Parties under
this Agreement is subject to the condition that
the use of the Service is not in violation of any
applicable laws, rules, regulations or orders of
any governmental or quasi-governmental agencies
having jurisdiction over such service.
15.6 The terms and conditions of this Agreement
supersede all prior agreements, representations
and understanding between the parties with respect
to the subject matter hereof and shall not be held
to have been waived or, except as otherwise
specifically provided herein altered or
supplemented in any way except by in writing.
16. Arbitration
16.1 Any dispute concerning this contract or related
agreement, in particular as to their existence,
validity, interpretation, performance or non-
performance, whether arising before or after the
expiration of the contract, will be settled by
arbitration.
16.2 The seat of the arbitration will be New York, New
York.
16.3 The arbitration shall take place in accordance
with the Commercial Rules of Arbitration of the
American Arbitration Association applicable at the
seat of the arbitration.
16.4 Judgement upon the award rendered may be entered in any
court having jurisdiction or application and may be made to
such court for a judicial acceptance of the award and an
order of enforcement, as the case may be.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized
representatives as of the day and year first set forth
above.
COMMUNICATIONS SERVICES, INC. d/b/a
METROMEDIA<>ITT LONG DISTANCE EXECUTIVE TELECARD
By: By:
Title: Title:
Date: Date:
AGREEMENT
FOR TELEPHONE SERVICE
THROUGH ATC
Dated: September 5, 1990
between
Executive TeleCard S.A. (hereinafter referred to as
"TeleCard"), whose address is Rue de la Morache 14, 1260
Nyon, Switzerland,
and
ATC, a corporation duly organized and existing under the
laws of USA having its principal office at 1515 South
Federal Highway, Boca Raton, Florida, 33432 (hereinafter
referred to as "Company X")
The Service
TeleCard is engaged in the business of providing a service
which enables users of the public telephone systems of a
number of countries to charge their calls to a credit card
while in that country. The calls charged can be domestic or
international. The cards used may be any credit card that
has been activated in TeleCard's dialing system database.
All calls -are redialed through the local country's Postal
Telephone & Telegraph Company (PTT), thereby making
accessible to callers the worldwide network of that
particular country's telephone system.
Terms
The terms of this contract are from September 5, 1990 to
September 5, 1993. Unless terminated in accordance with
clause 9, this agreement will be renewed for periods of 12
months at a time.
3. Operations
3.1 When used in this Agreement, unless the context
otherwise requires, each of the terms set forth herein below
shall have the meaning as indicated below:
a) "Company X Card(s) n shall mean an unexpired credit
card(s) bearing the service marks, trade mark(s) and/or
trade name of Company X and a design or style as may, from
time to time, be determined by Company X.
b) "Cardholder(s)" shall mean the person or entity whose
name appears on the Company X Card as the authorized user
thereof.
c) "Hot Card Notice" shall mean a notification supplied by
Company X to TeleCard containing the number of Company X
cards which are to be blocked from use.
d) "Stop List" ("Black List") shall mean the list to be
supplied regularly by Company X to TeleCard, containing the
card numbers of Company X cards which are being improperly
used and any lost, stolen and/or cancelled Company X cards
which are then to be blocked from use.
3.2 TeleCard will transmit to Company X on a mutually
agreed upon interval, information as to the telephone usage
totals for each cardholder so that Company X may apply its
own standards for "floors", "ceilings" and other credit
limit decisions. Control over which card is not authorized
to charge telephone calls will be via regularly transmitted
"black lists" from Company X to TeleCard. TeleCard will
update all of its worldwide databases with the most current
black list within 24 hours of receipt.
3.3 TeleCard will establish a system that allows Company X
cardholders to use their current Company X number to charge
telephone calls.
3.4 TeleCard will adapt its software to accept the Company
X numbering system and technical specifications.
3.5 TeleCard shall send to Company X every two weeks a
magnetic tape containing the information necessary for
Company X to bill its cardholders for telephone calls made
and charged through TeleCard.
3.6 TeleCard will bill Company X in currency rates of the
country in which the call was made or in U.S. dollars.
3.7 Company X shall pay TeleCard in the currency billed
minus the compensation to Company X (see article 7 of this
agreement), 14 days after receipt of the magnetic tape
containing the billing information.
3.8 Company X will invoice and collect from the cardholder
in accordance with the normal procedures and practices of
Company X.
3.9 Company X shall be entitled to refuse payment to
TeleCard in respect of a call made by a cardholder through
TeleCard, or if payment has been made, to claim an immediate
refund, if:
a) the call was made with an expired Company X Card or a
Company X Card appearing on a Stop List, Hot Notice or Black
List received by TeleCard in time to be posted to the ETI
database;
b) the cardholder refuse" to make payment to Company X in
respect of such call on the grounds of poor transmission
quality or misdialing;
c) The cardholder (past or present) refuses to make
payment to Company X because such cardholder asserts that
the subject call was unauthorized.
TeleCard covenants, warrants and agrees that it shall:
a) not make any extra or special charge in connection with
any call made by a cardholder and will bill according to
published prices.
b) deal with all complaints made by cardholders in
accordance with the procedures in Appendix A attached hereto
and made a part hereof.
4. Marketing
4.1 Company X will distribute to all of its cardholders or
selected cardholders, instructional material as to how the
cardholder will use the "Service" and such other promotional
and user material which Company X deems suitable to promote
the use of the "Service."
4.2 Company X shall advertise, use direct mail, engage in
sales promotions and other related -marketing activities
that Company X deems suitable to promote the use of the
"Service" and at Company X's expense.
4.3 TeleCard will provide free-of-charge technical and
marketing assistance in the production of cardholder
information for use of the service.
5. Trademarks. Service Marks and Logos
5.1 TeleCard hereby authorizes Company X for the term of
this Agreement to publish the name of TeleCard and the
locations of the "Service" in any directory of merchants or
other publication of Company X.
5.2 Company X agrees that the Executive TeleCard
International trademarks, service marks and logos belong to
TeleCard and will devote its best efforts during and after
the Term to protect TeleCard's interests in these
trademarks, service marks and logo.
5.3 TeleCard shall obtain from Company X approval in
writing, prior to publication, of any advertising and/or
promotional materials containing the service marks and/or
trademarks of Company X.
6.0 Power of Attorney/Claims
6.1 Company X is not acting on behalf of TeleCard.
6.2 TeleCard is not acting on behalf of Company X.
6.3 This Agreement does not in any way create the
relationship of joint venture, partnership, or principal and
agent between Company X and TeleCard. TeleCard shall not act
or attempt to act, or represent itself, directly or by
implication, as agent for Company X or in any manner assume
or create or attempt to assume or create any obligation on
behalf or in the name of Company X.
7. Compensation
7.1 For the marketing and administrative services rendered,
including billing to and collection from the cardholders,
TeleCard will grant Company X a "discount fee" of 3% of toll
charges resulting from the use of the "Service" by the
cardholders. Company X will deduct the "discount fee" from
each payment made to TeleCard. Company X may elect to
increase the discount fee for calls originated outside the
United States by instructing TeleCard to increase its
international tariff rate by a percentage not to exceed ten
(10%) per cent. TeleCard will retain twenty-five (25%) per
cent of said increase and the balance will be discounted by
Company X. This election may be made by Company X once each
year on the annual anniversary date of this agreement and
become effective no later than 60 days thereafter.
7.2 An annual service charge of US$ 9.95 will be billed to
Company X cardholders who utilize the service for calls
originated outside of the United States to maintain their
eligibility to access the Executive TeleCard dialing system.
ETI will bill this fee annually in the tapes it prepares and
sends to Company X for billing. This annual service charge
will only be applied to people who actually use the card the
first time in each new calendar year.
7.3 Tariff rates billed by TeleCard will not exceed a 40%
markup from Postal Telephone and Telegraph (PTT) standard
cost.
8. Confidentiality
8.1 As a result of carrying out this Agreement, Company X
will have access to confidential material and information
belonging to TeleCard, and TeleCard will have access to
confidential material and information belonging to Company X
such as client lists, employee lists, procedure manuals and
techniques and programs used by the company or planned to be
used in the future, etc. This confidential information has
been acquired by TeleCard and Company X after considerable
expense, time and energy. TeleCard and Company X agree to
protect the confidentiality of this information and, other
than in the ordinary course of business, TeleCard and
Company X will not disclose any of such confidential
information during or after the Term of this Agreement.
9. Termination
9.1 Company X can terminate this Agreement upon 90 days
written notice to TeleCard prior to the end of the initial
period or any additional annual renewal period. TeleCard can
terminate this Agreement upon 90 days written notice to
Company X prior to the end of the initial period and any
additional annual renewal period.
9.2 Upon termination of this Agreement, discount fees will
continue to be paid as outlined in Article 7, for the
"Service" used by cardholders before termination, as long as
billing and collection are performed by Company X.
9.3 Termination of this Agreement for any reason shall not
release either party hereto from any accrued liability to
the other party. Company X's right to terminate this
Agreement as provided above shall be without prejudice to
any other rights provided to it under law or equity.
10. Assignment
10.1 It is expressly agreed that both parties shall not
assign or transfer all or any part of its rights under this
Agreement. Any such assignment or transfer of this
Agreement, or any assignment or transfer of any interest in
this Agreement, without the prior written approval of both
parties, shall be null and void and of no effect. Company X
may, without prior written approval, assign this agreement
to any affiliate of Company X.
Warranties
11.1 Company X will not make any warranty to its prospects
and clients beyond those made by TeleCard.
12. Hold harmless
12.1 TeleCard shall indemnify and hold Company X harmless in
respect of:
a) any loss, damage or liability suffered or incurred as a
result of TeleCard's failure to perform or observe any of
its obligations under this Agreement;
b) any loss, damage or liability suffered or incurred as a
result of any failure or omission of TeleCard to charge,
report or pay any taxes required by law to be charged,
reported or paid in connection with any Company X Card
transaction contemplated by this Agreement.
12.2 Company X will hold TeleCard harmless and TeleCard will
hold Company' X harmless if in certain countries the local
telephone authorities cannot or will not allow the "Service"
or case of acts of governments or Force Majeure. TeleCard
will use its best efforts to revive the service promptly
should such act of governments or Force Majeure occur.
13. Communications
13.1 Any notice or communication by either party to the
other shall be in writing and shall be deemed to have been
duly given if either delivered personally, by telefax
transmission, or by prepaid registered mail, addressed to
the other party at the appropriate address stated above, or
at such other address as such party hereto may hereafter
specify to the other party.
14. Applicable Law
14.1 This Agreement shall be governed by and construed in
accordance with the laws of the United States and the
parties hereto submit to the nonexclusive jurisdiction of
the United States Courts in the State of New York.
If any provision of this Agreement is held invalid illegal
or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect the validity, legality,
or enforceability of any other provision hereof; provided
that such invalidity does not materially prejudice either
party in their respective rights and obligations contained
in the valid terms, covenants or conditions.
14.3 The failure of either party to require the performance
of any of the terms of this Agreement or the waiver by
either party of any default under this Agreement shall not
prevent a subsequent enforcement of such term, nor be deemed
a waiver of any subsequent breach.
14.4 The use of any gender shall include all genders, and
the use of any number shall be construed as the singular or
the plural, as the context may require.
15. Arbitration
15.1 Any dispute concerning this contract or related
agreement, in particular as to their existence, validity,
interpretation, performance or nonperformance, whether
arising before or after the expiration of the contract, will
be settled by arbitration.
15.2 The seat of the arbitration will be in Miami,
Florida.
15.3 The arbitration shall take place in accordance with the
rules of arbitration of the American Arbitration
Association, applicable at the seat of the arbitration.
15.4 Judgement upon the award rendered may be entered in any
court having jurisdiction or application and may be made to
such court for a judicial acceptance of the award and an
order of enforcement, as the case may be.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized
representatives as of the day and year first set forth
above.
ATC
BY:
TITLE: EVP and Chief Operating Officer
EXECUTIVE TELECARD S.A.
BY:
TITLE: Secretary
CONTRACT OF SERVICES ENACTED IN PART BY TELEFONOS DE MEXICO, S.A.
DE C.V. REPRESENTED IN THIS ACTION BY ENGINEER ADOLFO CEREZO
PEREZ IN HIS CAPACITY AS FINANCIAL AND ADMINISTRATIVE DIRECTOR
FOR THE COMPANY HEREAFTER CALLED "TELMEX"; AND BY THE OTHER PARTY
EXECUTIVE TeleCard LTD., REPRESENTED BY DARYL ENGLEMAN IN HIS
CAPACITY AS VICE PRESIDENT AND CHIEF OPERATING OFFICER OF THE
COMPANY WHICH WILL HEREINAFTER BE REFERRED TO AS "TeleCard," MAKE
THE FOLLOWING DECLARATIONS AND CLAUSES:
DECLARATIONS
I. The representative of TELMEX declares that:
a) TELMEX was constituted as an anonymous society (corporation)
in accordance with Public Document No. 34,726 on the date of 23
December, 1947 that which has bee attested to by Notary Public
Number 54 of the Federal District, Lic. Graciano Contreras
Saavedra, the document to be found written in the section of the
Public Registry of Commerce of Property and Commercial in Mexico
City, Federal District, under the number four to leaf three, of
the third book, volume two hundred thirty eight, actually
inscribed in the Folio Mercantil Number 5,229.
b) In the Public Document No. 79,436 on the 10th of April,
1984, attested to by Lic. Graciano Contreras Saavedra, Notary
Public No. 54 of the Federal District protocolized by the Act of
the Assembly of the General Ordinary and Extraordinary of
Investors of the Telefonos de Mexico, Anonymous Society, founded
the 15th of March, 1984, in that which is accorded between other
points the adoption of the Regimen of Variable Capital, being
written the first Testimony in the Folio Mercantil indicated in
the Public Registry of Business in the Federal District, the 14th
day of May, 1984.
c) Being through the Public Document No. 94,333 of the 11th of
December, 1990, attested to by the Notary Public No. 54 of the
Federal District, Lic. Graciano Contreras Saavedra, protocolized
by the Act of the General Assembly of the Extraordinary of
Shareholders of Telefonos of Mexico, S.A. de C.V. enacted the 15t
day of July, 1990, in that which is agreed to be augmented in its
social capital and the integral modification of its Social
Statutes.
d) The purpose of the principal is among others, to constitute,
install, maintain, operate and develop the Public Telephone and
Telecommunications Network and to lease the public service of
conducting of voice signals, sounds, data, text and images at the
local level and long distance national and international and
basic public telephone service.
e) The principal has the Title of Concession authorized by the
Federal government for a period of 50 years beginning the 10th of
March 1976, and in accordance with the publication of the
Official Diary of the Federation of the date of 31 of March of
1976 and modification to the title of Concession of the 10th of
August of 1990, published in the Official diary of the Federation
of the 10th of December of 1990, to lease the services that are
indicated in the preceding.
f) In the Public Document Number 97,110 of the date 17 of
December of 1991, authorized and attested to by Notary Public No.
54 of the Federal District Lic. Homero Diaz Rodriguez in that
which holds the faculty to enact the present contract in the name
of the represented parties that which has not been revoked or
modified.
TELMEX has its address at Parque Via 190 Col. Cuauhtemoc, C.P.
06599, Mexico D.F., United States of Mexico.
II The Representative of TeleCard declares the following to be
true:
a) TeleCard is a society (corporation) constituted in
accordance with the laws of the United States of America as
proved with the Public Document No. 3905801 of the date of May of
1993 attested to by Secretary of the State of Delaware Mr.
William T. Quillen and the Notary Public Number XXX of the City
of Denver, Colorado, USA notarized by Shirley Young.
b) To relate with the legal capacity to enter into the present
contract in the name of the represented as accredited with the
power notary number * to see the date 16 of December of 1994, of
the City of Aurora, Colorado, USA.
* States: Copy of the page 49 of the 10-K form of Executive
TeleCard LTD, with certification notarized on 16 December,
1994, by the notary of the District of Aurora, Colorado,
Mrs. Mary Ann Husted.
c) The purpose of the company consists of providing services
which permit the users of public networks of telephony of
different countries to make calls to different parts of the world
by way of an access number of the different networks.
d) The principal is current in the completion of all of its
obligations, as a lessee of the services heretofore before the
corresponding authorities.
e) To have financial and administrative capacity to contract
and assemble the technical and economic conditions obliged to
execute the present contract.
TeleCard's address is 4260 East Evans Avenue, Denver,
Colorado, USA.
CLAUSES
1. Installation of CAVIAR
1.1. TeleCard will provide TELMEX with a turn-key CAVIAR system
equipped with one hundred twenty (120) incoming equivalent
circuits and sufficient outgoing circuits required to provide on
percent (1%) grade of service through the equipment. The system
will include a self-contained card management system (`Card
Manager') and a call record system that will interface with the
existing TELMEX billing system. TeleCard will also provide its
standard customer service software system for entry of cardholder
information, PIN generation, card activation and deactivation,
and generation of customer invoices. TELMEX will be responsible
for all hardware costs for the customer service system including,
but not limited to terminals, PC's, modems, etc.
1.2. The system provided to TELMEX will include a digital
interface with the public network. Prior to the availability and
installation of the digital system, TeleCard will install an
analog system on the premises of TELMEX for the use of Executive
TeleCard International cardholders and the cardholders of other
TeleCard partners, subject to the commercial terms described
herein.
1.3. TELMEX will provide sufficient twenty-four (24) hour, seven
(7) day per week, air-conditioned floor space for installation of
the CAVIAR hardware and operation of the system.
1.4. TELMEX will provide sufficient inbound and outbound lines at
the normal existing tariff approved by the Secretary of
Communications and Transportations (SCT), to operate the system
and handle traffic at one percent (1%) grade of service
standards.
1.5. TELMEX will provide operating personnel to maintain the
CAVIAR system when requested by TeleCard.
1.6. TELMEX will provide supervisory personnel to monitor the
operation of the CAVIAR system, in accordance with the policy of
Human Resources and Labor Relations of the company.
1.7. TeleCard will train TELMEX supervisory personnel in the
operation of the system at TELMEX's premises in Mexico City.
1.8. The CAVIAR system will be used by TELMEX to provide calling
card and prepaid card services to its customers. In addition,
the system will be programmed by TeleCard for use by any VISA,
MasterCard, American Express, or Diners Club cardholder.
1.9. TeleCard will program the system to provide a menu of voice
prompts in Spanish or any other language(s) of TELMEX's choice.
1.10. For the CAVIAR installed in the United Mexican States
the alternative service called "Automatic Default to Operator"
will be programmed in such a manner which permits that the calls
made by the cardholders of cards issued by TELMEX and the users
of the TELMEX service with VISA< MasterCard, American Express and
Diners Club cards will be routed to the operator center of
TELMEX. The calls made by cardholders issued by TeleCard and its
partner members will be routed to the operator center of
TeleCard. The default to operator feature on the Mexican CAVIAR
system will be programmed to route default calls for TELMEX and
VISA< MasterCard, American Express, and Diners Club cards to the
TELMEX operator center. Default calls by cardholders of credit
card issuers which are TeleCard partners will continue to be
routed to the TeleCard operator center.
1.11. TeleCard will make its international calling network
available to customers of TELMEX, thereby allowing TELMEX
customers to place direct inter/intracountry calling card and
prepaid calls from and within foreign countries. This network is
currently operating in 56 countries and territories.
2. Calling Card Commercial Terms
2.1 The initial CAVIAR system with one hundred twenty (120)
incoming circuits and required outgoing circuits and the card
manager and customer service system software, will be sold to
TELMEX by TeleCard for the price of $60,000 US, and the payment
for this equipment will be by providing services for its
operation as described in this contract. TELMEX will pay any
customs, duties or taxes required in order to bring the system
into Mexico and will be responsible for bringing the system
through customs to the premises of TELMEX. The system will be
designed to accept and record traffic received from TELMEX cards
issued by TELMEX (See Item 1.1). Software fixes for service
affecting problems in the customer service software will be
provided free of charge by TeleCard. Custom software development
for additional features will be completed by TeleCard at a rate
of One Hundred Dollars ($100.00) US per hour.
2.2. TeleCard will be permitted to use sufficient dedicated
incoming and outgoing CAVIAR circuits for Executive TeleCard
International cardholders and the cardholders of TeleCard's other
partners so that they may place calls when in Mexico, as long as
those circuits are not required by TELMEX for TELMEX customers.
If no circuits are available for non-TELMEX customers, then
TeleCard will install, free of charge, additional equipment to
accommodate the additional required circuits.
2.3. TeleCard will pay TELMEX the existing tariffs approved by
the SCT for outward national and international line usage for
TeleCard's portion of the CAVIAR. TELMEX will provide TeleCard
with the lowest possible discounted rates as they become
available. The first Twenty Thousand Dollars ($20,000 US) of
outward national and international line usage for TeleCard's
portion of the CAVIAR will be provided by TELMEX free of charge
(Point 2.1). TeleCard will maintain TELMEX as its carrier of
choice during the term of this Agreement and all subsequent
renewal periods and TELMEX will make a reasonable effort to match
any competitive pricing.
2.4. TELMEX will provide all required outgoing lines for the use
of TELMEX cardholders, TeleCard's Executive TeleCard
International cardholders, and the cardholders of other TeleCard
partners. TELMEX will not charge TeleCard for the installation
or monthly rental of lines. It is estimated that TeleCard will
require a maximum of six (6) outgoing lines over the first twelve
month period. Over the second and third years TeleCard is
estimated to require a maximum of twelve (12) outgoing lines.
2.5. TELMEX will provide an adequate number of toll-free inbound
lines to the system for the use of TELMEX cardholders, TeleCard's
Executive TeleCard International cardholders, and the cardholders
of other TeleCard partners. TELMEX will not charge TeleCard for
the installation and monthly rental for the lines or the
associated toll free usage. It is estimated that TeleCard will
require six (6) incoming lines over the first twelve (12) month
period. Over the second and third years TeleCard is estimated to
require a maximum of fifteen (15) incoming lines. The expected
average number of minutes will be approximately 25,000 minutes
per month during the first year growing to an average of 80,000
minutes per month over the second and third years.
2.6. TeleCard will arrange for the design and production of the
initial TELMEX calling cards and associated instructional
material on behalf of TELMEX. TELMEX will pay TeleCard the
actual cost incurred by TeleCard for such design and production.
2.7. TELMEX will establish the retail rates for domestic and
international calling cards through the Mexican CAVIAR by TELMEX
cardholders.
2.8. Additional equipment beyond the initial One Hundred Twenty
(120) incoming circuits required to handle TELMEX customers will
be provided in order to maintain a grade of service level of one
percent (1%). TELMEX will pay TeleCard ten percent (10%) of the
gross collected billings for all domestic and outbound
international calls made by TELMEX cardholders through the
additional equipment. This ten percent (10%) amount is based on
the amount that TELMEX actually collects (Excludes amounts not
collected due to bad debt, fraud or refusals to pay due to
transmission quality). The maximum amount paid by TELMEX to
TeleCard under this arrangement for a single seven foot rack of
digital CAVIAR equipment will be Six Hundred Thousand dollars
($600,000) US.
2.9. TeleCard will establish the retail rates for calls
originating through CAVIARs located outside Mexico. The rate for
US to US calls placed through the US CAVIAR will be $0.30 US per
minute with the standard $0.50 surcharge per call.
2.10. 2.10. TeleCard will provide TELMEX with detailed
call records on magnetic tape or via modem transmission for calls
made by TELMEX cardholders through CAVIAR the Mexican CAVIAR.
These calls will be rated according to the rates established by
TELMEX (Item 2.7).
2.11. TeleCard will provide TELMEX with detailed call records
on magnetic tape or via modem transmission for calls made by
TELMEX cardholders through CAVIAR systems located outside Mexico.
These calls will be rated according to the rates established by
TeleCard (Item 2.9).
2.12. TELMEX will produce the cardholder invoices and bill
the cardholders.
2.13. TELMEX will pay TeleCard the gross amount billed for
all calls by TELMEX cardholders through CAVIARs located outside
Mexico, less then percent (10%) which TELMEX will retain. The
only exception will be for US to US calls through the US CAVIAR
for which TELMEX will retain 25% of the per minute rate specified
in Item 2.9, or any new lower rate established in the future.
TELMEX will also receive 75% of the surcharge for the US to US
calls (clause 2.9 of the present contract.)
2.14. TELMEX may withhold payment from TeleCard for calls by
TELMEX cardholders through CAVIARs located outside Mexico in the
event the cardholder refuses to pay on the grounds of:
2.15. poor transmission quality or misdialing
2.16. the call was made fraudulently through systematic
hacking of the TeleCard calling system.
3. Prepaid Calling Card Commercial Terms
3.1. TeleCard will program the Mexican CAVIAR for the use of
TELMEX prepaid cardholders.
3.2. TeleCard will make available its worldwide calling card
system to TELMEX's prepaid cardholders, thereby allowing TELMEX's
customers to place direct inter/intracountry prepaid calls from
and within foreign countries. This network is currently
operating in 56 countries and territories.
3.3. TELMEX will provide all required outgoing lines for the use
of TELMEX prepaid cardholders, TeleCard's prepaid cardholders,
and the cardholders of other TeleCard partners for the use of
this service. The charge for the installation or monthly rental
of lines will be in accordance with the existing tariffs approved
by the SCT. The lines used by TeleCard's prepaid cardholders and
the prepaid cardholders of other TeleCard partners are the same
lines referred to in Item 2.4.
3.4. TELMEX will provide an adequate number of toll-free inbound
lines to the system for the use of TELMEX prepaid cardholders,
TeleCard's prepaid cardholders, and the cardholders of other
TeleCard partners. TELMEX will not charge TeleCard for the
installation and monthly rental for the lines or the associated
toll free usage. The lines used by TeleCard's prepaid
cardholders and the prepaid cardholders of other TeleCard
partners are the same lines referred to in Item 2.5.
3.5. TeleCard will arrange for the design and production of the
initial TELMEX prepaid calling cards and associated instructional
material on behalf of TELMEX. TELMEX will pay TeleCard the
actual cost incurred by TeleCard for such design and production.
3.6. The TELMEX domestic prepaid calling card service will be
separate from the World Direct and Executive TeleCard services
accessed by cardholders of other World Direct and TeleCard
partners. It will be accessed through a TELMEX toll-free number
specifically designated for TELMEX cardholders.
3.7. TeleCard will provide TELMEX with a series of prepaid card
numbers which will be activated, at TELMEX's request, in the
CAVIAR systems around the world.
3.8. Each card will have a predetermined number of units of
calling. The rate at which the units are decremented will be
dependent upon the origin and destination of each call. TELMEX
will determine the number of units per card.
3.9. TeleCard will charge TELMEX for all units activated at the
wholesale rate of $0.08 US per unit. TeleCard will bill TELMEX
within thirty (30) days of the date of activation of the units.
TELMEX will pay TeleCard within thirty (30) days of the date of
the TeleCard invoice.
3.10. TELMEX will establish the rate of decrementation
(unites per minute) for calls placed through the Mexican CAVIAR
by TELMEX cardholders. TeleCard will change the rate of
decrementation for these calls within Forty Eight (48) hours of
receiving a request from TELMEX.
3.11. For calls placed through the Mexican CAVIAR, TELMEX
will bill TeleCard for each minute of traffic at a rate which is
ten percent (10%) less than the effective per minute wholesale
rate established by TELMEX.
3.12. The rate of decrementation of units (units per minute)
for calls placed through CAVIARs located outside Mexico will be
established by TeleCard. The effective wholesale price per
minute for US to US calls will not exceed Twenty Four Cents
($0.24) US.
3.13. Units will be deactivated twelve (12) months after the
date of activation. After deactivation, TeleCard will refund 50%
of the wholesale value of all activated unused units to TELMEX.
3.14. TeleCard will pay TELMEX for monthly line usage for
outward national and international prepaid traffic for TeleCard's
portion of the CAVIAR at normal TELMEX tariffs, less any
applicable discounts as per Item 2.3.
3.15. TeleCard will be responsible for paying all of the line
rental charges and usage charges (including toll free charges) to
the originating carriers for calls placed by TELMEX cardholders
through CAVIAR systems located outside Mexico.
3.16. TELMEX prepaid cardholders will be able to recharge
their cards by providing a VISA, MasterCard, American Express, or
Diners Club credit card number to a TELMEX operator. TeleCard
will provide the TELMEX operator group with the ability to
recharge TELMEX prepaid cards on an on-line basis. Any hardware
required by the operators will be the responsibility of TELMEX.
TELMEX will be responsible for establishing the commercial
relationship with the bank(s) or processor(s) for charging the
recharged amounts to a credit card. TELMEX will be responsible
for the associated costs.
TELMEX will be the merchant for these transactions and will
be responsible for the merchant fees and any transaction or
transport charges associated with the validation and
transaction processing. TeleCard will be responsible for
establishing the necessary interconnections to facilitate
the card validation and transaction processing. TeleCard
will assist TELMEX in establishing the necessary commercial
arrangements.
3.17. TELMEX will be responsible for the cost of any
chargebacks from the credit card companies for prepaid cards
which have been recharged.
3.18. TELMEX will issue up to Twenty Thousand (20,000) free
promotional cards for 3 minutes of calling from Mexico to
anywhere in Mexico, the United States, or Canada through the
TELMEX portion of the Mexican CAVIAR. A special card range will
be established by TeleCard for these promotional cards. TeleCard
will not receive any revenues for these cards, but TELMEX will be
responsible for all card design and production costs. If this
program is considered successful, then TELMEX and TeleCard will
discuss its continuation.
3.19. Prepaid calls made through this promotion will be
routed through a separate partition on the Mexican CAVIAR.
TeleCard will not be charged for the incoming or the outgoing
usage associated with this promotion program. TELMEX will be
responsible for the cost of the lines connected to the CAVIAR.
4. Commercial Terms for Calls by Commercial Credit Cardholders
4.1. The commercial terms for calls by VISA, MasterCard, American
Express, and Diners Club cardholders through the Mexican CAVIAR
will be the same as for calls by TELMEX cardholders through the
Mexican CAVIAR.
4.2. Each credit card will be validated through a bank or third
party processor prior to the call being placed. TELMEX will be
the merchant for these transactions and will be responsible for
the merchant fees and any transaction or transport charges
associated with the validation and transaction processing.
TeleCard will be responsible for establishing the necessary
interconnections to facilitate the card validation and
transaction processing. TeleCard will assist TELMEX in
establishing the necessary commercial arrangements.
4.3. TELMEX will be responsible for all chargebacks from any of
the credit card companies.
5. Marketing Restrictions
5.1. TeleCard will not market any of its calling card or prepaid
card services in Mexico during the term of this Agreement without
the involvement of TELMEX. The introduction of MasterPhone
service by banks that issue MasterCards will be permitted. The
TELMEX brand name must be included (TELMEX indicated to be the
underlying service provider), in the promotional material issued
by all banks offering the MasterPhone service.
5.2. TeleCard may from time to time bring prospective Mexican
customers or distributors to TELMEX. Any cards sold through such
arrangements will be treated as TELMEX cards with respect to the
commercial terms of this Agreement, regardless of the actual
branding.
6. Equipment, Trademarks, Service Marks and Copyrights
6.1. The trademarks, service marks, copyrights, and proprietary
software and hardware equipment owned by and provided by TeleCard
shall remain the property of TeleCard for the term of this
agreement.
6.2. the trademarks, service marks and copyrights owned by and
provided by TELMEX shall remain the property of TELMEX for the
term of this agreement.
6.3. All trademarks, service marks, copyrights, and proprietary
software and hardware equipment shall revert to the respective
owners at the termination of this agreement for any reason.
7. Confidentiality
7.1. The information and documentation that is generated by
TeleCard with the purpose of the present contract, will be the
exclusive property of TELMEX and that will be obligated to return
it in its entirety and not divulge without the express written
consent of TELMEX.
7.2. TeleCard will guard with strict confidentiality in respect
to the information that TELMEX makes available to fulfill the
contract.
8. Settlement
8.1 TELMEX will bill TeleCard every thirty (30) days from the
beginning date of service. TeleCard will pay TELMEX within
thirty (30) days after the presentation of invoice from TELMEX.
TeleCard will bill TELMEX every thirty (30) days for the service.
TELMEX will pay TeleCard within thirty (30) days after the
presentation of invoice from TeleCard.
9. Termination and Duration
9.1. This agreement shall commence on the date signed by the
parties hereto and continue for a period of three (3) years from
the date hereof and shall continue thereafter unless terminated
by TELMEX upon six (6) months written notice.
10. Guarantees
10.1. TeleCard shall guarantee the obligations relating to
the present contract, by means of an insurance policy that shall
be granted by a Mexican institution owing authorization by the
Secretary of the House of Public Credit, that which shall be in
the favor of the satisfaction of TELMEX.
a) The insurance policy shall be constituted in Mexican
national currency, for the amount equivalent to 100% of the total
amount of the contract and shall be presented on the date of
signing the same.
b) The insurance policy will be so that TeleCard guarantees
each and every one of the obligations and conditions of the
present contract.
c) In the assumed renewal of the present contract, the
insurance policy shall also be renewed.
d) The insurance policy will be in effect for the duration of
the present contract.
e) The insurance policy which guarantees the fulfillment of the
contract can only be canceled with the written approval of
TELMEX.
11. Labor Responsibilities
11.1. TeleCard is obligated to provide the services which are
the object of this contract by way of employees or with the
employees necessary to comply with the same.
TeleCard as a business employer of personnel who will
perform the work matters of this contract will be solely the
responsibility of the derived obligations of the legal
disposition and other ordinances in the work relevant and
social security. TeleCard will answer any and all claims of
its workers presented on its side or on the side of TELMEX
in completing the work relevant to this contract.
Under protest of telling the truth and the terms of Article
13 of the Federal Labor Law, TeleCard declares that the
elements will be taken into account and take the necessary
steps to complete its obligations that derive from the
relations with its workers.
12. Subcontracting and Cessation of Rights
12.1. TeleCard will not subcontract totally or partially the
obligations of the present contract, nor cede the rights derived
from the same.
13. Fortuitous Occurrence or Force Majeur
13.1. In the event of an Act of God or Force Majeur which
impedes partially or totally the execution of the present
contract, the same can be terminated by whichever of the parties
by means of written notice within five natural days after the
situation has occurred.
14. Causes for Rescinding
14.1. TELMEX will rescind the present contract voluntarily in
an immediate way and without the necessity of the judicial
declaration, solely communicated by means of writing in the
following eventualities:
a) By violating any of the obligations stipulated in the
present contract.
b) By falsifying the statements in the chapter of Declarations
and Clauses on the part of TeleCard.
c) By resolution or order of administrative authority or
judicial as so ordered.
15. Responsibility
15.1. TeleCard is responsible to TELMEX for damages or
injuries with cause, without lessening the legal actions that may
be brought in case of noncompliance of the present contract; as
due to negligence, ineptitude or deceit, without prejudice of the
penalties which are merited in case of crimes.
16. Jurisdiction
16.1 For the application an interpretation of the present
contract, the parties agree to submit to the jurisdiction of the
federal tribunals of Mexico City D.F. and in consequence renounce
whatever other law that would correspond by right of particular
present domicile present or future or any other reason.
In agreement with the preceding clauses, the parties through
their authorized representatives subscribe and notify in two
originals this day of 2 in the month of January 1995.
Executive TeleCard, SA Telefonos de Mexico S.A. de
C.V.
By __________________ By ________________________
Daryl Engleman Ing. Adolfo Cerezo Perez
Chief Operating Officer Financial Director
By _____________________
Lic. Andres Vasquez del
Mercado
Commercial Director
MODIFICATION AGREEMENT
This Modification Agreement ("Modification Agreement"),
dated as of June 17, 1996, is entered into by and between
Executive TeleCard, Ltd. ("TeleCard") and Telefonos De
Mexico, S.A. DE C.V. ("TELMEX").
WHEREAS, TeleCard and TELMEX entered into a Contract of
Services, dated January 2, 1995, copy of which is attached
hereto as Exhibit A and incorporated herein for all
purposes; and
WHEREAS, upon mutual consent, the parties have agreed
to modify certain provisions of the Contract of Services;
NOW THEREFORE, in consideration of the foregoing and of
the mutual covenants hereinafter set forth and for other
good and valuable consideration the parties hereto agree as
follows:
1. Effective upon execution of this Modification
Agreement, the Contract of Services ("Contract") shall be
modified and amended as follows:
a) Paragraph 2.8 of the Contract shall be amended and, as
amended, shall read as follows:
TeleCard will provide additional equipment beyond the
initial one hundred twenty(120) incoming circuits required
under paragraph 1.1 of this agreement as needed in order to
maintain a grade of service level of one percent (1%). Upon
installation of additional circuits by TeleCard in excess of
the one hundred and twenty (120)circuits, TELMEX shall pay
TeleCard ten percent (10%) of the gross revenues actually
collected by TELMEX for all domestic and outbound
international calls
made by TELMEX cardholders. TELMEX shall not be required to
pay TeleCard the ten percent (10%) fee as to any amounts
billed by TELMEX but not collected due to bad debt, fraud or
refusal of a cardholder to pay due to poor transmission
quality of a call.
b) Paragraph 3.9 of the Contract shall be amended and, as
amended, shall read as follows:
TELMEX shall pay TeleCard at a rate of $0.08 US per unit of
call decremented for all calls originating from outside
Mexico. TELMEX shall pay TeleCard at a rate of $0.008 US per
unit of call decremented for all calls originating from
within Mexico.
c) Paragraph 3.11 of the Agreement is deleted in it's
entirety;
d) Paragraph 3.13 of the Contract shall be amended and, as
amended, hall read as follows:
All cards will be deactivated twelve (12) months following
the date of activation. TELMEX shall pay TeleCard at the
rate of $0.04 US per unit deactivated by TeleCard.
e) The following paragraph, denominated paragraph 3.20
shall be added to the Contract and shall read as follows:
TeleCard will invoice TELMEX for the charges set forth in
3.9 and 3.13 hereinabove monthly. TELMEX will pay TeleCard
within 30 days of receipt of the invoice.
2. As modified by paragraphs 1 a, b, c, d and e of
this Modification Agreement, the Contract of Services, dated
January 2, 1995, is hereby ratified and reaffirmed by the
parties hereto and remains in full force and effect.
1N WITNESS WHEREOF, the parties hereto have caused this
Modification Agreement to b~ executed by their duly
authorized representatives as of the day and year first set
forth above.
TELEFONOS DE MEXICO, S.A. DE C.V.
By: Sergio Gonzalez Franco
Its: Finance Manager
EXECUTIVE TELECARD, LTD.
By: Allen Mandel
Its: Executive Vice President
AGREEMENT
FOR TELEPHONE SERVICE
THROUGH LITEL TELECOMMUNICATIONS CORP.
Dated: November 1, 1991
between
Executive TeleCard SA (hereinafter referred to as "TeleCard"),
whose
address is Rue de la Morache 14, 1260 Nyon, Switzerland,
and
LiTel Telecommunications Corp., a corporation duly organized and
existing under the laws of the USA having its principal office
at 4650 Lakehurst Court, Dublin, Ohio 43017 (hereinafter
referred to as "LiTel")
1. The Service
TeleCard is engaged in the business of providing a service
which enables users of the public telephone systems of a
number of countries to charge their calls to a credit or
calling card while in that country. The calls charged can
be domestic or international. The cards used may be any
credit or calling card that has been activated in
TeleCard's dialing system database. All calls are re-
dialed through the local country's Postal Telephone &
Telegraph Company (PTT), thereby making accessible to
callers the worldwide network of that particular country's
telephone system.
2. Terms
The terms of this contract are from November 15, 1991 to
November 15, 1994. Unless terminated in accordance with
clause 9, this agreement will be renewed for periods of
12 months at a time from November 15, 1994.
3. Operation
3.1 When used in this Agreement, unless the context otherwise
requires, each of the terms set forth hereinbelow shall
have the meaning as indicated below:
a) "LiTel Card(s)" shall mean an unexpired credit card(s)
bearing the service marks, trade mark(s) and/or trade name of
LiTel and a design or style as may, from time to time, be
determined by LiTel.
b) "Cardholder(s)" shall mean the person or entity whose name
appears on the LiTel Card as the authorized user thereof.
C) "Hot Card Notice" shall mean a notification supplied by
LiTel to TeleCard containing the number of LiTel cards
which are to be blocked from use.
d) "Stop List" ("Black List") shall mean the list to be
supplied regularly by LiTel to TeleCard, containing the
card numbers of LiTel cards which are being improperly
used and any lost, stolen and/or cancelled LiTel cards
which are then to be blocked from use.
3.2 TeleCard will transmit to LiTel on a mutually agreed upon
interval, information as to the telephone usage totals
for each cardholder so that LiTel may apply its own
standards for ceilings and other credit limit decisions.
Control over
which card is not authorized to charge telephone calls
will be via regularly transmitted "black lists" from
LiTel to TeleCard. TeleCard will update all of its
worldwide databases with the most current black list
immediately upon receipt.
3.3 TeleCard will establish a system that allows LiTel
cardholders to use their current LiTel number to charge
telephone calls.
3.4 TeleCard will adapt its software to accept the LiTel
number-
ing system and technical specifications, and a pin number
(security code) to be assigned by TeleCard.
3.5 TeleCard shall send to LiTel every two weeks a magnetic
tape
containing the information necessary for LiTel to bill its
cardholders for telephone calls made and charged through Tele-
Card.
3.6 TeleCard will bill LiTel in U.S. dollars.
3.7 LiTel shall pay TeleCard in U.S. dollars minus the
compensation to LiTel (see article 7 of this agreement),
30 days after receipt of the magnetic tape containing the
billing information.
3.8 LiTel will invoice and collect from the cardholder in
accordance with the normal procedures and practices of
LiTel.
3.9 LiTel shall be entitled to refuse payment to TeleCard in
respect of a call made by a cardholder through TeleCard,
or if payment has been made, to claim an immediate refund,
if:
a) the call was made with an expired LiTel Card or a LiTel
card appearing on a Stop List, Hot Notice or Black List
received by TeleCard in time to be posted to the ETI
database;
b) the cardholder refuses to make payment to LiTel in respect
of such call on the grounds of poor transmission quality
or mis-dailing;
C) The cardholder (past or present) refuses to make payment to
LiTel because such cardholder asserts that the subject call
was unauthorized.
d) The call was made by a person not authorized to use the
card ("Unauthorized Call"). The determination of whether
a particular call was an Unauthorized Call shall be made
in good faith by LiTel based on its investigation into the
matter, including conversations with the LiTel customer in
question.
LiTel shall have the right to set-off from any payment
due hereunder, any amount owing to LiTel by TeleCard.
TeleCard covenants, warrants and agrees that it shall:
a) not make any extra or special charge in connection with
any call made by a cardholder and will bill according to
published prices.
b) deal with all complaints made by cardholders.
3.10 TeleCard shall monitor usage of the LiTel Card-(s) on a
daily_
basis. TeleCard shall use its best efforts to detect any
fraudulent use of the LiTel Card(s), and upon detection of
any use of the LiTel Card(s) that indicates fraud may be
occurring, TeleCard shall immediately deactivate the LiTel
Card(s) where fraud may be occurring and immediately
notify
LiTel of such deactivation.
3.11 TeleCard warrants, represents and covenants that the
services provided under this agreement are and will be in
compliance with all laws, regulations, directives and
policies of the
jurisdictions in which TeleCard provides such services
(including, but not limited to, the regulations,
directives,
and policies of any government regulators of telecommunica-
tions in each such jurisdiction) and the regulations,
directives, policies and tariffs of the postal telephone
and telegraph administrations ("PTTs") and/or telephone
service providers in each such jurisdiction, and that
TeleCard now possesses and will at ' all times possess all
consents, authorizations and approvals from such
jurisdictions and/or PTTs and telephone service providers
that are necessary to provide the service under this
agreement.
4. Marketing
4.1 LiTel will distribute to all of its cardholders or
selected cardholders, instructional material as to how the
cardholder will use the "Service" and such other
promotional and user material which LiTel deems suitable
to promote the use of the "Service."
4.2 LiTel shall advertise, use direct mail, engage in sales
promotions and other related marketing activities that
LiTel deems suitable to promote the use of the "Service"
and at LiTells expense.
4.3 TeleCard will provide free-of-charge technical and
marketing assistance in the production of cardholder
information for use of the service.
5. Trademarks, Service Marks and Logos
5.1 TeleCard hereby authorizes LiTel for the term of this
Agreement to publish the name of TeleCard and the
locations of the "Service" in any directory of merchants
or other publication of LiTel.
5.2 LiTel agrees that the Executive TeleCard International
trademarks, service marks and logos belong to TeleCard and
will devote its best efforts during and after the Term to
protect TeleCard's interests in these trademarks, service
marks and logo.
5.3 TeleCard shall obtain from LiTel approval in writing,
prior to publication, of any advertising and/or
promotional materials containing the service marks and/or
trademarks of LiTel.
6. Power of Attorney/Claims
6.1 LiTel is not acting on behalf of TeleCard.
6.2 TeleCard is not acting on behalf of LiTel.
6.3 This Agreement does not in any way create the relationship
of joint venture, partnership, or principal and agent
between
LiTel and TeleCard. TeleCard shall not act or attempt to
act, or represent itself, directly or by implication, as
agent for LiTel or in any manner assume or create or
attempt to assume or create any obligation on behalf or in
the name of LiTel.
7. Compensation
7.1 For the marketing and administrative services rendered,
including billing to and collection from the cardholders,
TeleCard will grant LiTel a "discount feel' of 3% of toll
charges resulting from the use of the "Service" by the
cardholders. LiTel will deduct the "discount feel' from
each payment made to TeleCard. LiTel may elect to
increase the discount fee for calls originated outside
the United States by instructing TeleCard to increase its
international tariff rate by a percentage not to exceed
ten (10%) per cent. TeleCard will retain twenty-five
(25%) per cent of said increase and the balance will be
discounted by LiTel. This election may be made by LiTel
once each year on the annual anniversary date of this
agreement and become effective no later than 60 days
thereafter.
7.2 An annual service charge of US$ 9.95 will be billed to
LiTel cardholders who utilize the service for calls
originated outside of the United States to maintain their
eligibility to access the Executive TeleCard dialing
system. ETI will bill this fee annually in the tapes it
prepares and sends to LiTel for billing. This annual
service charge will only be applied to people who actually
use the card the first time in each new calendar year.
7.3 Tariff rates billed by TeleCard will not exceed a 40%
markup from Postal Telephone and Telegraph (PTT) standard
cost.
B. Confidentiality
8.1 As a result of carrying out this Agreement, LiTel will
have access to confidential material and information
belonging to TeleCard, and TeleCard will have access to
confidential material and information belonging to LiTel
such as client lists, employee lists, procedure manuals
and techniques and programs used by the company or planned
to be used in the future, etc. This confidential
information has been acquired by TeleCard and LiTel after
considerable expense, time and energy. TeleCard and LiTel
agree to protect the confidentiality of this information
and, other than in the ordinary course of business,
TeleCard and LiTel will not disclose any of such
confidential information during or after the Term of this
Agreement.
9. Termination
9.1 LiTel can terminate this Agreement upon 90 days written
notice to TeleCard prior to the end of the initial period
or any additional annual renewal period. TeleCard can
terminate this Agreement upon 90 days written notice to
LiTel prior to the end of the initial period and any
additional annual renewal period.
9.2 Upon termination of this Agreement, discount fees will
continue to be paid as outlined in Article 7, for the
"Service" used by cardholders before termination, as long
as billing and collection are performed by LiTel.
9.3 Termination of this Agreement for any reason shall not
release either party hereto from any accrued liability to
the other party. LiTells right to terminate this Agreement
as
provided above shall be without prejudice to any other
rights
provided to it under law or equity.
10. Assignment
10.1 It is expressly agreed that both parties shall not assign
or transfer all or any part of its rights under this
Agreement. Any such assignment or transfer of this
Agreement, or any assignment or transfer of any interest
in this Agreement, without the prior written approval of
both parties, shall be null and void and of no effect.
LiTel may, without prior written approval, assign this
agreement to any affiliate of LiTel.
11. Warranties
11.1 LiTel will not make any warranty to its prospects and
clients beyond those made by TeleCard.
12. Hold harmless
12.1 TeleCard shall indemnify and hold LiTel harmless in
respect
of:
a) any loss, damage or liability suffered or incurred as a
result of TeleCard's failure to perform or observe any of
its obligations under this Agreement;
b) any loss, damage or liability suffered or incurred as a
result of any failure or omission of TeleCard to charge,
report or pay any taxes required by law to be charged,
reported or paid in connection with any LiTel Card
transaction contemplated by this Agreement.
13. Communications
13.1 Any notice or communication by either party to the other
shall be in writing and shall be deemed to have been duly
given if either delivered personally, by telefax
transmission or by prepaid registered mail, addressed to
the other party at the appropriate address stated above,
or at such other address as such party hereto may
hereafter specify to the other party.
14. Applicable Law
14.1 This Agreement shall be governed by and construed in
accordance with the laws of the United States and the
parties hereto submit to the nonexclusive jurisdiction of
the United States Courts in the State of New York.
14.2 If any provision of this Agreement is held invalid illegal
or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect the
validity, legality, or enforceability of any other
provision hereof; provided that such invalidity does not
materially prejudice either party in their respective
rights and obligations contained in the valid terms,
covenants or conditions.
14.3 The failure of either party to require the performance of
any of the terms of this Agreement or the waiver by either
party of any default under this Agreement shall not
prevent a subsequent enforcement of such term, nor be
deemed a waiver of any subsequent breach.
14.4 The use of any gender shall include all genders, and the
use of any number shall be construed as the singular or
the plural, as the context may require.
15. Arbitration
15.1 Any dispute concerning this contract or . related
agreement, in particular as to their existence, validity,
interpretation, performance or nonperformance, whether
arising before or after the expiration of the contract,
will be settled by arbitration.
15.2 The seat of the arbitration will be in New York.
15.3 The arbitration shall take place in accordance with the
rules
of arbitration of the American Arbitration Association,
applicable at the seat of the arbitration.
15.4 Judgement upon the award rendered may be entered in any
court having jurisdiction or application and may be made to such
court for a judicial acceptance of the award and an order of
enforcement, as the case may be.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized
representatives as of the day and year first set forth above.
Litel Communications Corp.
BY:
President
Executive TeleCard SA
BY:
