Exhibit ▇▇ ▇ - ▇▇
LETTER OF INTENT
This Agreement is concluded by and between, Lgf Virtual Management AB
hereinafter referred to as "Lgf Virtual" and Telia AB, Telia Network Services,
hereinafter referred to as "Telia", hereinafter jointly referred to as the "
Parties".
1. Background
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The Parties have initiated negotiations for the purpose of
establishing a project, the Greatway Scandinavia Project, hereinafter
referred to as the " Project", and subsequently consummating either a
share purchase agreement with a corresponding cooperation agreement or
a network services operational agreement. The Parties' intention is
that the Project shall offer the market in Northern Europe,
hereinafter referred to as the "Market", broadband network services,
including, inter alia, the distribution of broadband network services
upon demand. The Project intends to use special hardware and software
developed by Greatway Global, a Canadian company, for the distribution
of the broadband network services within the Market. A Swedish
company, Greatway Scandinavia Communication AB, hereinafter referred
to as the "Company", will be specifically incorporated to undertake
and manage the Project.
2. Agreement
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The Parties agree to enter into phase one of the Project, which
entails:
1. the clarification of services to be offered during the initial
phase of operations;
and
2. the preparation of a business plan; and
3. the formation of an operational company (the Company); and
4. the employment of personnel for the Company; and
5. the preparation of a synopsis, to be presented to municipality of
Tyreso and apartment building owners, Fastighets AB Trojeborg,
outlining the different technical requirements for the
establishment of "digital lifestyle meeting places".
Furthermore, during phase one Telia agrees to:
1. commit technical resources for the evaluation and development of
technical solutions; and
2. commit marketing resources for the activities planned during the
period from the date of execution of this Agreement until 1 September
2000 as well as to undertake pro-sales of the services throughout
Scandinavia; and
3. commit or retain employees to further develop the market for distance
education and telemedicine, etc,
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If Telia is satisfied with the Greatway Global concept and technique, Telia
will be entitled to enter into phase two of the Project. Under phase two Telia
can exercise an option to either purchase new issued shares in the Company and
enter into a cooperation agreement and all other necessary agreements or enter
into a network service operational agreement. The option will be valid until 1
January 2001.
3. Exclusive negotiations
---------------------------
The Parties undertake, until 1 January 2001, not to conduct negotiations with a
third party regarding cooperation on the distribution of broadband network
services in Scandinavia. Further, Telia undertakes, until 31 December 2001, not
to conduct negotiations with Greatway Global and/or the municipalities
associated with Sodertorns Utvecklingscenter regarding cooperation on the
distribution of network services in Northern Europe without Lgf Virtual's
approval or participation,
Notwithstanding the above, Lgf Virtual has the right to conduct negotiations
with the municipalities associated with Sodertorns Utvecklingscenter and
Greatway Global in respect of their participation and admittance to the Project.
4. Furnishing of information
-------------------------------
The Parties undertake to make it possible for the other party to carry out a
Legal, Technical and/or Financial Due Diligence regarding the other party.
5. Publication
---------------
The subject of this Agreement may not be published or announced unless the
Parties agree in writing to the contents and method of publication or
announcement. The Parties also agree that any publication or announcement
regarding the subject of this Agreement shall be made jointly by the Parties.
6. Secrecy
-----------
The Parties agree not to disclose confidential information to third persons that
the party receives under this Agreement during the period of negotiations and
for an additional period of two years.
Confidential information shall mean all information about the negotiations,
broadband services to be offered, client contacts, technical information,
know-how, the Parties' internal relations and any other information related to
the Project, provided the information is not within the public domain, other
than by way of the Party's breach of this Clause 6.
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7. Legal Consequence
----------------------
This Agreement is not binding on the Parties, except as to the provisions in
Clause 3 regarding exclusive negotiations, Clause 6 regarding secrecy, Clause 8
regarding arbitration and Clause 9 regarding governing law.
8. Arbitration
---------------
Any dispute, controversy or claim arising out of or in connection with this
Agreement or breach, termination or invalidity thereof shall be settled by
arbitration in accordance with the Rules of the Arbitration Institute of the
Stockholm Chamber of Commerce, The arbitral tribunal shall be composed of a sole
arbitrator.
The place of arbitration shall be Stockholm.
The language to be used in the arbitral proceedings shall be Swedish.
9. Governing law
------------------
This Agreement shall be construed in accordance with and be governed by the laws
of Sweden.
This Agreement has been executed in two copies of which the Parties
have taken. one each.
▇▇▇▇▇▇▇▇▇ ▇▇ April 2000
TELIA AB, TELIA NETWORK SERVICES LGF VIRTUAL MANAGEMENT AB
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ - ▇▇▇▇▇ Froijd
------------------------ -----------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ - ▇▇▇▇▇ Froijd
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LETTER OF INTENT
Between Greatway Global Communications Corp of Toronto Canada , hereinafter
referred to as "GGCC" , and Lgf Virtual Management AB of Stockholm Sweden,
hereinafter referred to as " Lgf Virtual "' and hereinafter jointly
referred to as "the Parties".
Whereas the Parties have initiated negotiations with a view to establishing
a Joint Venture company ( hereinafter referred to as "the Company " ) based
in Sweden in order to deliver Broadband Network Services in the Territory (
as defined below ) and whereas the Company should be the subject of a
shareholders agreement and a cooperation agreement between the Parties, but
not excluding the inclusion of one or more other parties and whereas GGCC
has developed special hardware and software for the global distribution of
Broadband Network Services via a network of territorial "hubs" and is
desirous of establishing a "hub" to provide services to the Scandinavian
market and whereas Lgf Virtual are desirous or establishing such a "hub" in
Sweden to service the Territory ( as defined below )
It is now therefore the intention of the Parties:
- they shall enter into derailed negotiations in good faith to establish the
Company within a period of 60 ( sixty ) days from the date of full
signature of this letter
- that the Company shall provide services to the Scandinavian market of
Sweden, Norway, Finland, Estonia, Lativia and Lithuania hereinafter
referred to as the Territory
- that a third party may be invited to join the forming of the Company on
terms and conditions jointly agreed by the Parties
It is now therefore agreed that:
1. The Parties shall not conduct negotiations with any third party in the
Territory without the prior approval and presence or the other Party during
the period of validity of this Letter of Intent
2. GGCC shall not conduct negotiations with ICL or Enator regarding
cooperation on the distribution of network services within the Territory
without the participation of Lgf Virtual, during the period of validity of
this Letter of Intent nor for a further 60 days thereafter
3. the Parties shall make freely available to the other Party all information
necessary for the Parties to carry out Legal and Financial Due Diligence on
each other
4. no Party shall make any public disclosure of the contents or intent of this
Letter Of Intent without the prior assent in writing of the other Party
5. any confidential information that is passed between the Parties, is so
identified and is not in the Public Domain, shall not be divulged to any
third party without the written consent of the originating party. This
clause shall survive termination of the Letter of Intent for a period of 12
calendar months or until such time as it is replaced by some further
agreement ( whichever shall be the earlier )
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6. this Letter of Intent is not binding upon the Parties except as to the
provisions in clauses 1, 2, 4, and 5 above
7. Written correspondence may be Letter, Fax or E Mail and shall be equally
binding in whichever format, other than any document sent by E Mail that
has legal standing shall be confirmed by Letter or Fax bearing the legal
signature of the originator
8. any dispute, controversy or claim arising out of this Letter of Intent
shall be settled by arbitration in the International Court of Justice in
The Hague
9. this Letter of Intent shall be construed in accordance with and be governed
by the Laws of Ontario
This Letter of Intent has been executed in two copies of which the Parties
have taken one each
Greatway Global Communications Corp. Lgf Virtual Management AB
Signature By: /s/ ▇▇▇▇ Risadore /s/ Lars- ▇. ▇▇▇▇▇
Name ▇▇▇▇ ▇▇▇▇▇ Risadore ▇▇▇▇ ▇ ▇▇▇▇▇
Appointment President / CEO President
Place Toronto Stockholm
Date May 12, 1999 May 26, 1999
