EXHIBIT 10.24
MASTER DISTRIBUTOR AGREEMENT
This AGREEMENT is signed between PVI and Master Distributor as designated below:
PVI: Preferred Voice, Inc.
Suite #570
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Master Distributor: FLORIDA WIRELESS
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THIS MASTER DISTRIBUTOR AGREEMENT (hereinafter the "Agreement"), is made and
entered into as of the 25th day of January, 1999 by and between PVI, a
corporation organized and existing under the laws of the State of Delaware
authorized to do business in Texas, and Master Distributor, a corporation
organized and existing under the laws of the State of Florida.
BACKGROUND
PVI is in the business of providing certain voice recognition products and
services having multiple applications in the telecommunication industry
(collectively referred to hereinafter, as the "Services").
Master Distributor is a member of an affiliated group of companies based in
Tampa Florida which, provides various telecommunication related services
including Personal Communication Services (PCS), Telephone Answering Services
(TAS), long distance, voice mail, cellular and paging services. In order to
increase its sales of the Services, PVI is establishing a national distribution
network through the creation of multiple distributorships (the
"Distributorships"). The Master Distributor desires to establish a
Distributorship and PVI has agreed to grant the Distributor the distribution
rights set forth herein. Accordingly in consideration of the mutual covenants
and agreements set forth below, PVI and Master Distributor agree as follows:
OPERATIVE PROVISIONS
1 DEFINITIONS: (as used in this Agreement)
1.1 Master Distributor means the company as noted herein that has
purchased the right to market PVI products and Services within but not
limited to certain Market Areas as shall be further defined in the
territory referred to in Exhibit 1 A and Exhibit 1 B hereinafter this
area shall be defined for further references as the Market Area
throughout this Agreement.
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1.2 Distributor means a legally established corporation, entity, or
individual qualified to sell and/or distribute PVI's Services under
Master Distributor.
1.3 Dealer means a legally established corporation, entity, or individual
qualified to sell and/or distribute PVI's Services under Master
Distributor Agreement.
1.4 Agent means a legally established corporation, entity, or individual
retained by the Master Distributor, a Distributor, or Dealer to sell
PVI's Services directly to End-Users.
1.5 End-Users means customers using and paying for PVI's Services.
1.6 ▇▇▇▇(s) means any trademark, service ▇▇▇▇, trade dress of trade name
which PVI may designate, use, or adopt from time to time to identify
its Services.
1.7 Services means any telecommunication service(s) or equipment offered
by PVI.
1.8 Proprietary Information means any information, written or oral,
including, without limitation, any technical and/or design information
on the Services, and any information relating to the present or future
business operations, financial condition, plans, sales, marketing and
promotional efforts, customers and price lists of PVI and its
subsidiaries and affiliates disclosing such information, and all other
information of any kind which may reasonably be deemed confidential or
proprietary, including, without limitation, this Agreement and its
terms.
1.9 National Account/Affinity Group will mean but not be limited to,
certain national, regional groups/companies that operate in areas with
multiple locations. For example, PVI currently provides Services for
members of the National Association of the Self Employed (NASE).
2 APPOINTMENT & DUTIES OF MASTER DISTRIBUTOR
2.1 1 Subject to the provisions of Section 2.2 hereof, PVI hereby appoints
Master Distributor, and Master Distributor hereby accepts appointment,
as PVI's sole Master Distributorship in the area defined on Exhibit 1
of this agreement.
2.2 Master Distributor shall market and sell the Services within the
assigned Market Area(s) at the prices set forth in Exhibit 2 attached
hereto. The Master Distributor shall have the right to market PVI
Services outside the defined Market Area within the continental United
States. PVI may change the prices for its Services at any time due to
business conditions and or regulatory changes. PVI will not offer
pricing lower than the pricing defined herein to other Master
Distributors without making that same pricing structure available to
the Master Distributor. It is understood by the Master Distributor
that national accounts/affinity groups may require other rate plans
and PVI will not be required to offer those rate plans to the Master
Distributor. It is expressly understood that the Master Distributor
may market to national account/affinity groups and in those cases,
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when necessary, PVI will provide marketing support to the Master
Distributor that may include special pricing. Any special pricing
offered will be approved by PVI and at PVI's sole discretion and the
Master Distributor will be eligible to earn Commissions as further
defined herein. As stated, Exhibit I define the Master Distributor's
Market Area. PVI will not assign any other Master Distributor in the
same Market Area.
2.3 Master Distributor shall be paid Commissions in accordance with the
Commission schedule set forth in Exhibit 3 attached hereto.
Commissions shall be paid by the 15th day of each month based upon
collections during the prior month. The Commission rates may not be
changed without Master Distributor's prior written consent, except as
certain Commission rates may be increased from time to time by PVI as
part of a sales promotion or incentive which may be temporary in
nature. Prior to Master Distributor's sale of any additional Services
on behalf of PVI, Master Distributor and PVI shall mutually agree upon
a Commission schedule particular to that Service, which schedule shall
be added as an Exhibit to this Agreement. Commissions will be paid on
accounts sold outside the Master Distributor Market Area. The
Commission rate will be the standard PVI Commissions defined herein
less any Master Distributor over-rides outside of the Market Area.
Should the Master Distributor enter into a contract with a national
account/affinity group at the PVI retail rates defined herein, the
Master Distributor will be awarded Commissions, as defined herein, on
all revenues billed and collected (by terms defined herein). Should
the national account/affinity group Agreement for PVI Services through
the Master Distributor at retail rates that are not defined in this
Agreement, PVI and the Master Distributor will agree to a Commission
schedule for the specific account and define the Commission on an
Exhibit to be attached to this Agreement.
2.4 Master Distributor may not enter into any joint venture, the
establishment with a new corporation, or acquire any interest in a
company (or entity) which competes with the business of PVI through
the manufacture and/or sale of Services which are substantially
equivalent to, or competitive with, PVI's Services. In the event that
PVI begins selling its Services within the Market Area as defined
herein , by any means other than through Master Distributor, the
restrictions placed on Master Distributor in this Section 2.4 shall
terminate; provided that, for a period of ninety (90) days after PVI
commences such other sales, Master Distributor shall not solicit for a
competitive service any PVI End-User acquired by Master Distributor
during the term of this Agreement.
2.5 The Master Distributor will pay a fee to secure the Master
Distributorship within the Market Area for PVI's Services as defined
in Exhibit 1. The Market Area is NOT TO BE CONSIDERED AN EXCLUSIVE
MARKETING AREA,; however, this Master Distributor agreement has
certain compensation provisions defined in Exhibit 3, that compensate
the Master Distributor for any sales activity within the Master
Distributor Market Area that is not directly related to its own
marketing efforts and not directly related to any national
account/affinity marketing by PVI (PVI WILL NOT BE RESPONSIBLE FOR
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PAYING COMMISSIONS TO THE MASTER DISTRIBUTOR ON DIRECT NATIONAL
ACCOUNTS THAT PVI ORIGINATES INCLUDING BUT NOT LIMITED TO AFFINITY
GROUPS).
3 RIGHTS AND OBLIGATIONS OF MASTER DISTRIBUTOR
3.1 Master Distributor may market and sell the Services directly or
through any number of Distributors, Dealers, or Agents. PVI shall not
be a Party to any arrangements between Master Distributor and its
Distributors, Dealers, or Agents, nor will PVI in any manner be bound,
or have any legal obligation in respect thereof. Master Distributor
further agrees that it is not, nor shall it represent itself to be a
PVI employee or officer of PVI, nor shall it assume or create any
obligations or responsibility on behalf of PVI, unless otherwise
agreed upon, in writing, by PVI. Also, it will be the Master
Distributor's responsibility to design Agent's and Dealers Commission
plans as it relates to the Master Distributors business and the Master
Distributor will have the sole right to adjust those plans as required
or as necessary.
3.2 Master Distributor shall use its best efforts to identify and contract
with Distributors, Dealers, and Agents, as appropriate, and shall
assist them in creating a market for, promoting, and maintaining a
demand for PVI's Services, as well as, establishing an efficient
network within the Market Area in order to obtain maximum sales of
PVI's Services. Master Distributor shall be solely responsible for
training and compensating all its Distributors, Dealers, and Agents.
3.3 Master Distributor shall advertise PVI's Services in the Market Area
and participate in such trade shows and other venues which will
stimulate sales. Master Distributor shall, in its sole discretion,
determine the amount of any such advertising and shall be solely
responsible for the resultant costs and expenses incurred. PVI may, at
its sole discretion, provide advertising at no expense to Master
Distributor, as it deems necessary. These activities shall be
considered in any determination of the inactivity clause herein;
however, any inactivity determination will remain and always be at
PVI's sole discretion.
3.4 Master Distributor shall send copies of all advertising and sales
promotion material and literature relating to the Services to PVI for
review and approval prior to distribution which approval shall not be
unreasonably withheld.
3.5 In all advertising, trade shows, conventions, and other promotions, as
well as in all sales and technical literature, the name of PVI and the
Trade Marks shall be evidenced and respected. Master Distributor shall
use the Trade Marks in their original form, unless otherwise approved
in advance, in writing by PVI.
3.6 Master Distributor shall at all times maintain an inventory of
collateral support materials, for promotion, advertising, signage,
point-of-sale, record keeping, subscriptions, and other items related
to sales of the Services. PVI will make available marketing materials
as such materials are available. Any such materials provided by PVI to
Master Distributor shall be provided free of charge unless otherwise
agreed by Master Distributor.
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3.7 Master Distributor shall forward any money collected for PVI as it
relates to the PVI Services sold to an End User contracting for PVI
Services as it relates to this Agreement, on a weekly basis.
3.8 PVI will require that all potential Distributor, Dealers, and or
Agents that contact PVI directly shall first be directed to work with
the Master Distributor for information of Services within the Market
Area. It is understood by both parties that in some cases it may be
necessary for PVI to work directly with certain national account
prospects or affinity groups within the Master Distributor's Area and
that due to the specific agreements PVI will not be liable for any
over-rides or Commissions in any way. The national account or affinity
groups that PVI may market to will be defined and identified by PVI
and will be at the sole discretion of PVI.
3.9 Should PVI be acquired or merge with another company or change
ownership in any way, this Master Distributor Agreement shall remain
in full force as long as the Master Distributor is in compliance with
the terms of this Agreement. PVI will include such language in any
acquisition or merger agreement.
4 PROPRIETARY RIGHTS INDEMNITY
4.1 If timely and promptly notified of any action (and all claims relating
to such action) brought against Master Distributor, based upon a claim
that the Service(s) or the use thereof infringes a United States
patent, Trade ▇▇▇▇, Service ▇▇▇▇, or copyright ("Infringement Claim"),
PVI shall defend and hold harmless the Mater Distributor against such
action at its expense and pay the costs and damages awarded in any
such action, provided that PVI shall have sole control of the defense
of any such action and all negotiations for its settlement or
compromise. At any time during the course of any Infringement Claim,
or in PVI's opinion, the Services are likely to become the subject of
an Infringement Claim, PVI will, at its option and its sole expense,
either procure the right to continue using the Service(s), or replace
or modify the same so that such Service(s) becomes non-infringing. PVI
will not have any liability to Master Distributor for an Infringement
Claim, if such claim results from Master Distributor's modification of
the Services in any manner.
4.2 The foregoing states the entire liability of PVI with respect to an
Infringement Claim. No costs or expenses will be incurred by the
Master Distributor in defense of any such claim. Not withstanding the
provisions of section 4.2 PVI shall be liable to the Master
Distributor for the Market Area fee paid pursuant to this Agreement in
the event that infringement claim results in PVI's inability to
provide the Service in the Market Area as contemplated by this
Agreement.
4.3 The purchase of the Services contemplated by this Agreement may result
in an implied license to the End-User to use the Services patented by
PVI. No license to make, sell, or use the Services shall be created
other than that explicitly set forth in PVI's Service forms with the
End-Users.
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5 RIGHTS, SERVICES, AND OBLIGATIONS OF PVI
5.1 PVI reserves the right to modify the characteristics of its Services.
The Master Distributor shall be advised by PVI of any significant
changes in Service(s) specifications. If these changes are not
acceptable to the End-User, PVI shall then deal with the Master
Distributors down line subscribers to the Services and take all
reasonable action to satisfy said End-User.
5.2 PVI shall provide the Master Distributor with all necessary documents
and system documentation, required to market and sell the Services,
which shall remain the property of PVI. Such documents and
documentation may be in written form or transmitted by tape,
diskettes, e-mail, or other software media, as determined by PVI.
5.3 PVI shall provide the Master Distributor with all pertinent technical
and sales information and collateral support materials referenced in
Section 3.7 above, PVI shall inform the Master Distributor on a
regular basis about the development of new Services and applications,
trends, and competition in the market. PVI shall provide financial
assistance in implementing new changes in the form advertising and
promotions.
5.4 PVI shall provide the Master Distributor with the training free of
charge and within reasonable limits. Persons eligible for training are
Master Distributor's sales personnel. The Master Distributor shall be
responsible for all travel, lodging, and all other out-of-pocket
expenses related with the training of its personnel.
5.5 PVI shall not assign more than one Master Distributor in Market Area
defined on Exhibit 1.
5.6 PVI shall:
(a) Develop and produce original copy (i.e. layout, verbiage,
plates, negatives, dies, and/or other setup materials) of all
necessary advertising and collateral support materials for
marketing the Services;
(b) Provide and maintain all equipment (hardware, software, and
co-location facilities) reasonably necessary to support the PVI
Services marketed and sold by the Master Distributor;
(c) Provide and maintain the connectivity necessary to provision
the PVI Services marketed and sold by the Master Distributor;
(d) Perform all fulfillment of the PVI Services marketed and sold
by the Master Distributor.
(e) Pay all Master Distributor Commissions outlined herein, on a
timely monthly basis as defined in section 2.3 of this Agreement.
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(f) PVI will in its best efforts at all times maintain the
network and equipment to provide the Services defined herein.
(g) PVI warrants that it has the regulatory authority and will
maintain compliance during the term of this Agreement.
(h) PVI warrants that it is licensed to utilize the necessary
technologies required to offer Service(s) and will maintain said
technology licenses during the term of this Agreement.
6 LIMITATION OF LIABILITIES
PVI makes no warranties, expressed or implied, to the Master Distributor with
respect to the Services. The Master Distributor agrees that PVI shall not be
liable for any special, incidental, indirect, or consequential damages, or for
the loss of profit, revenue or Services even if PVI shall have been advised of
the possibility of such potential loss or damage. The Service is an elective
Service by the customer not a primary means of Service such as: dedicated
service (T- 1's) or local dial tone.
7 DURATION AND TERMINATION OF THE AGREEMENT
7.1 This Agreement shall be effective for an initial term commencing on
the date of this Agreement (i.e. date of execution by both Parties)
and ending three (3) calendar years thereafter. If not terminated by
notice by either Party at least sixty (60) days prior to the end of
the initial term hereof or any renewal term, the Agreement will be
automatically renewed for an unlimited number of successive one (1)
year periods.
7.2 Either Party may, without incurring any liability to the other Party,
unilaterally and with immediate effect, terminate this Agreement at
any time by a written notice sent to the other Party in the event
that:
(a) The other Party fails, for any reason(s) whatsoever, to
perform any of its obligations under this Agreement and fails to
remedy such default within thirty (30) days after the receipt of
written notice of default and request for cure which notice shall
be sent certified mail return receipt requested; or
(b) The other Party becomes insolvent, files or is subject to the
filing of judicial process under any law relating to bankruptcy
or insolvency, consents to a receivership, adopts an arrangement
with creditors, is dissolved, enters into liquidation, or ceases
doing business: or
(c) The Master Distributor uses the name of PVI, or any form
thereof, as a corporate name for doing business, or trade name,
or otherwise, without the prior written consent of PVI: or
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(d) PVI will monitor all Master Distributor marketing. It is
understood by the Master Distributor that a requirement to
maintain the Master Distributorship is consistent marketing
efforts, to be defined as but not limited to: consistently adding
new Agents & Dealers, the addition of new customers at a
reasonable rate expected by Master Distributors. Any inactivity,
AS DEEMED AT THE SOLE DISCRETION OF PVI, will be grounds for
termination of this Master Distributor Agreement. Should this
termination for inactivity right be exercised by PVI, the Master
Distributor will have the option of converting to a standard and
approved Dealer and or Agent Agreement and will be subject to a
Non-Compete for a period of ninety (90) days. During the Non-
Competition period the Master Distributor will not contact,
solicit, or offer any services to PVI customers nor enter into
any relationship that would compete with the business of PVI.
Also, all customers submitted to PVI directly or through
Agents/Dealers and subsequent End-Users, the Commissions due will
be paid as defined herein for the length of this agreement.
However, any Commissions paid on new business submitted will be
paid as defined within the new Agent/Dealer Agreement executed by
both parties. A reasonable start-up time will be extended and as
long as Dealers, Agents and End-users are being added to sell and
purchase PVI Service(s), it will constitute activity.
8 EFFECT OF TERMINATION
8.1 Upon expiration or termination of this Agreement, the Master
Distributor shall immediately (i) remove from its premises all signs
advertising the Services or which use the Marks, (ii) cease to engage
in advertising or promotional activities concerning PVI's Services and
use of its Marks, (iii) cease to represent in any manner that the
Master Distributor has been designated by PVI as such, and (iv)
deliver to PVI at the Master Distributor's expense, all price lists,
sales manuals, service manuals, and any other documents concerning
PVI's Services which are in the Master Distributor's possession.
8.2 Master Distributor shall, with the mutually agreed termination of this
Agreement, have the right to claim reimbursement, or compensation for
Distributors, Dealers and Agents but shall not have the right for
compensation for alleged loss of goodwill, loss of profits on
anticipated sales, or the like, or have any other liability for losses
or damages resulting from the termination this Agreement
9 PROTECTION OF PROPRIETARY INFORMATION
9.1 The Master Distributor agrees to maintain in confidence and not to
copy, reproduce, distribute, or disclose to any third party, without
the prior written approval of PVI, any Proprietary Information.
9.2 All sales of the Services (inclusive of license of the Licensed
Software) to Dealers and Agents are of the material and tangible
Services only. These sales, however, do not include the sale of
Services design (and source and/ or object codes pertaining to the
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Licensed Software) which are Proprietary to PVI. To the extent any
such Proprietary Information is made available to the Master
Distributor, it is done on a confidential basis. The Master
Distributor will neither disclose circuitry design details nor
principles, nor software codes (of any kind related), nor copy them
for purposes of manufacture, nor attempt to reverse-engineer (de-
compile) or otherwise alter the Services for any purpose whatsoever.
9.3 With respect to the Proprietary Information relating to the Master
Distributor's business which is made available to PVI by the Master
Distributor to allow PVI to perform its obligations under this
Agreement, PVI will instruct its personnel to keep such information
confidential by using the same care and discretion that PVI uses with
data which PVI designates as Proprietary Information. However, PVI
shall not be required to keep confidential any data which is or
becomes publicly available, is already in PVI's possession, is
independently developed by PVI outside the scope of this Agreement, or
is legally obtained form third parties. In addition, PVI shall not be
required to keep confidential and may use for PVI's benefit any ideas,
concepts, know-how, or techniques relating to PVI's Services submitted
to PVI or developed during the term of this Agreement by PVI personnel
or jointly by PVI and the Master Distributor's personnel, unless
otherwise mutually agreed to by PVI and Master Distributor.
9.4 The obligations of the Parties under this Section 9 shall survive the
expiration or termination of this Agreement, for whatever reason, and
shall be binding upon the Parties, their successors and/or assigns.
9.5 The Parties acknowledge that the obligations and promises under this
Section 9 are of a special, unique character which gives them
particular value, and that a breach thereof could result in
irreparable and continuing damage for which there can be no reasonable
or adequate damages, remedy, or compensation in an action of law. Each
Party shall be entitled to injunctive relief, a decree for specific
performance, and/or other equitable relief in the event of any breach,
or threatened breach by the other of its obligations or promises under
this Section 9, in addition to any other rights or remedies which it
may possess (including monetary damages, if appropriate).
10 GENERAL
10.1 This Agreement shall be interpreted and its effect shall be determined
in accordance with the laws of the State of Texas.
10.2 Both PVI and Master Distributor agree that prior to any filing with
any jurisdiction as defined in section 10.3 herein, automatic
Arbitration would be the first solution to any dispute. Both parties
will select an Arbitrator and the Arbitrators selected by both parties
will select a third party Arbitrator the three arbitrators will rule
on any dispute. Any ruling by the Arbitrator's will be final. The
Arbitrators selected will be subject to the venues agreed to herein.
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10.3 The Master Distributor and PVI consents to venue, and the jurisdiction
of the courts of Texas or the courts of Michigan and may only file
with courts located in Dallas County or Oakland County and both
parties agree that any dispute arising under this Agreement shall be
resolved in such jurisdictions.
10.4 This Agreement cannot be assigned or sold to any third party or any
other entity, without first giving PVI first right of refusal and/or
without the prior written consent from PVI which shall not be
unreasonably withheld.
10.5 All notices and demands of any kind which either Party may require or
desire to serve upon the other shall be in writing and shall be
delivered either by personal service or by mail at the address of the
receiving Party set forth below (or at such different addresses as may
be designated by such party by written notice to the other Party) or
by facsimile. Such notice shall be deemed received on the earlier of
(i) the date when was actually received or (ii) in the case of
mailing, five (5) business days after being deposited in the United
States mail with sufficient prepaid postage, registered, or certified
mail with return receipt requested and properly addressed, or (iii) if
by facsimile when the sending Party shall have received facsimile
confirmation that the message has been received by the receiving
Party's facsimile machine. If notice is sent by facsimile, a confirmed
copy of such facsimile shall be sent by mail to the receiving party.
The address and facsimile numbers of the Parties, for purposes of the Agreement
are as follows:
PVI MASTER DISTRIBUTOR
Preferred Voice, Inc. Florida Wireless
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: (▇▇▇)▇▇▇-▇▇▇▇
Attention: G. ▇▇▇ ▇▇▇▇▇▇ Attention: Chip Fallen
10.6 Any provision of the Agreement held to be invalid under applicable law
shall not render this Agreement invalid as a whole, and in such event,
such provision shall be interpreted so as to best accomplish the
intent of the Parties within the limits of applicable law.
10.7 A valid contract binding upon PVI and the Master Distributor comes
into being upon execution of this Agreement by duly authorized
representatives of PVI and the Master Distributor. This Agreement
contains the exclusive terms and conditions between the Parties hereto
with respect to the subject matter hereof, and does not operate as an
acceptance of any conflicting or additional terms and provisions of
the Master Distributor's Agreements with Distributors, Dealers or
Agents, which shall not be deemed to alter the terms hereof.
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Amendments to this Agreement may be effected only in writing, when
signed by the Parties hereto specifically stating it is intended to
amend this Agreement.
10.8 Costs of Enforcement:
If any action is commenced by either Party concerning this Agreement,
the Party which prevails in such action will be entitled to a
judgement against the other Party for the costs of such arbitration or
action, including court cost, reasonable expenses of litigation, and
reasonable attorneys' fees.
10.9 The Master Distributor acknowledges that it is an independent
contractor.
IN WITNESS WHEREOF, PVI and the Master Distributor hereby have duly executed,
signed, and initialed each page of this Master Distributor Agreement in
duplicate originals on the dates indicated herein.
PREFERRED VOICE, INC. FLORIDA WIRELESS
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ Chip Fallen
-------------------- --------------------
By ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice-President By Chip Fallen
Authorized Signature Master Distributor
Authorized Signature
Date:1/25/99 Date:1/27/99
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EXHIBIT 1 A
Market Area Fee: $20,000.00
Market Area: Area Codes 813
1. All NXX's (exchanges are included and defined as NXX's as part of the Market
Area).
2. The Master Distributor Fee has been waived by PVI for this Market Area.
For each up-front dollar (does not include any portion of the Master Distributor
fee financed by PVI or any Market Area other than what is defined on Exhibit 1)
paid by the Master Distributorship, PVI will issue one (1) PVI Warrant to the
Master Distributor, at a strike price of $1.00, in the name provided by the
Master Distributor. The Master Distributor may sell the Warrant at any time
during the period defined in the Warrant Agreement forthcoming and according to
the rules established by the Warrant Agreement. This statement/explanation will
be superceded by the Warrant/Stock Agreement executed by and between both
parties to be provided by PVI within 15 working days of the execution of this
Master Distributor Agreement. This offer may be replaced, changed and/or
terminated if this agreement and the Master Distributorship fee is not executed
and received by January 15, 1999. Any deposits for future Market Areas are
included and will be awarded dollar for dollar as defined above, one Warrant for
each dollar spent for the reservation of a Market Area.
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Exhibit 2 Product 1
EMMA EMMA Telephone Receptionist
PRODUCT DESCRIPTION: EMMA TR is the world's first central office
"voice auto attendant".
PRODUCT APPLICATION: EMMA TR is a viable way for business' to answer
their phones professionally, 24 hours a day 7 days a week. EMMA's
predatory pricing and user friendly features are revolutionary to a
$2.3 billion market that has not had any competition to date.
TARGET MARKET: All companies that require an attendant during office
hours and after hour answering services.
PRODUCT FEATURES & BENEFITS:
X Consistent professional X 24 hours 7 days a week
receptionist
X 50% less cost than X Local locate
competition
X Extended local calling X No CPE required
PRODUCT DISTRIBUTION: A franchise approach will be used for product
deployment. A "Master Distributor" will be secured in each market
area, the most likely candidates will be current TAS, voice mail and
paging providers with established customers within the specific market
area.
PRODUCT PRICING:
X $19.95 per answered line X Expanded local dialing - (varies)
X $4.95 local locate X $49.95 Set-up fee
X $4.95 Per personal directory X $0.12 Long distance dialing
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be
earned
COMPETITION: Telephone Answering Services, Paging Companies and Voice
Mail Companies.
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Exhibit 2 Product 2
EMMA Virtual Personal Assistant
SERVICE DESCRIPTION: VIP 800 VPA is a revolutionary service that addresses
four important areas for the average business person: time management,
connectivity, single number simplicity and low cost. It allows the business
user to never miss a call and allows them the ability to receive a call,
via the revolutionary ability to call forward a personal 800 toll free
number to any number, from any phone anywhere at anytime. It allows them to
screen out calls to voice mail that they wish not to take and utilize the
most advanced speaker independent voice recognition technology, to place
calls by speaking the name of the individual or business they wish to call
from their pre-programmed voice directory. Best of all it is reliable,
convenient, user friendly and the predatory pricing makes it affordable for
everyone.
SERVICE APPLICATION: VIP 800 VPA is specifically designed for the business
person that is on the move or dealing with multiple time zones. They can
receive calls from their cellular phone, office phone, home phone, hotel
phone, clients phone, friend's cellular phone and any phone they choose
etc. Basically the business person can receive a call anytime anywhere from
any phone. They also have the ability to screen calls to voice mail that
they do not want. They will also be able to put into storage their Palm
Pilots and address books with all of their contacts and phone numbers
loaded into their voice directory by PVI. They simply speak the name from
their directory and the call is completed. This service is the answer to
the four aforementioned challenges to the business person today: time
management, connectivity, single number simplicity and low cost. The
business person's customers and potential customers will only have one
number to remember, not 3 to 4 numbers for their contact person as they
have today.
TARGET MARKET: Local, regional, national and international business
travelers. Large corporations right down to the home based business and
individuals.
PRODUCT FEATURES & BENEFITS:
X Single number X Home base pricing
X Single number locate X Voice dialing directory
X Call screening X No numbers to remember
X Availability at all times X No manual dialing
X Ultimate customer service X Eliminates hard fraud
X Becomes LD calling card X Local access to voice directory
X Time Management X Connectivity
PRODUCT DISTRIBUTION: Affinity Groups, Telecom Resellers, Internet Service
Providers, Multi-Level Marketing Companies, Paging Companies, Executive
Suites, Shared Tenant Providers and TAS Companies.
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PRODUCT PRICING:
X $4.95 - 800 number reservation X $4.95 call screening X $0.12 per/min - home
base calls X $5.00 Local locate X $0.22 per/min - outside home base X Expanded
local dialing (varies) X Add moves & changes ($.025) X $29.95 Set-up fee
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned.
COMPETITION: Certain companies that offer locate type functions through
voice mail today such as, Wild Fire and various other non-voice touch tone
activated service. The problem the competition faces against the PVI EMMA
product line is they are not competitively priced (due to their equipment
architecture costs and software deficiencies) and they are not user
friendly, unlike EMMA.
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Exhibit 2 Product 3
EMMA FAMILY & FRIENDS
SERVICE DESCRIPTION: VIP 800 family & friends is a user friendly service that
gives family and friends the ability to dial the family toll free number and
access a common directory of names. The caller simply speaks the name of someone
in the directory and they will be connected to them. It's just that simple, no
numbers to look up or dial and the only authorized users are those family and
friends with the VIP 800 number.
SERVICE APPLICATION: Many families are scattered across the state and country.
This VIP 800 service allows you to always stay in touch, whether it is for
normal everyday communication or in the case of an emergency. Grandparents can
provide their grand-children with a number that they can reach them on, the
parents can provide the grand-parents a number that they can reach them anywhere
in the USA. PVI can provide nap-sack tags for the smaller children and even dog
tags can be ordered with the family 800 number on the tag. The convenient easy
to use speaker independent voice directory will be pre- programmed with all of
the participants numbers: office, home, cellular etc. This service also comes
with a locate feature so that if your children or other family members need you,
they can easily find you no matter where you are: work, cell phone, lake house ,
home, hotel, etc. This VIP 800 service can also be set-up with a "fraud free"
guarantee, which is great for kids in college. As with all VIP 800 services,
family & friends is priced for all budgets.
TARGET MARKET: Families and friends.
PRODUCT FEATURES & BENEFITS:
X Emergenciess X Only one number to remember
X Fraud control X Connectivity
X Everyday communication X Single number locate
PRODUCT DISTRIBUTION: Affinity Groups, Telecom Resellers, Internet Service
Providers, Multi-Level Marketing Companies, Paging Companies.
PRODUCT PRICING:
X $4.95 - 800 number reservation X $4.95 call screening
X $0.12 per/min - home base calls X Local locate no cost
X $0.22 per/min - outside home base X Expanded local dialing (varies)
X Adds moves & changes ($.025) X $29.95 Set-up fee
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned.
COMPETITION: None that has been identified other than 800 numbers offered by the
long distance carriers that terminate at the home (one number) only.
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Exhibit 2 Product 4
EMMA Virtual Office
PRODUCT DESCRIPTION: EMMA Virtual Office creates an identity and a professional
answering service for companies that have offices in more than one location.
PRODUCT APPLICATION: ▇▇▇▇ ▇.▇. is a product designed for companies and
consultants that are in different offices/locations. It could be different
offices in the same city or offices in a located different states. It gives the
company the appearance of one central office/location. EMMA answers the phone
professionally and connects the caller to their party or sends the call to their
current voice mail system.
TARGET MARKET: Business people that work from home, companies with offices in
more than one location and consultants that work on projects for consulting
firms. Realtors such as Re Max and others.
PRODUCT FEATURES & BENEFITS
X CONSISTENT PROFESSIONAL RECEPTIONIST X 24 HOURS 7 DAYS A WEEK
X CALL SCREENING X SINGLE NUMBER LOCATE
X CALL FORWARDING TO REMOTE OFFICES X NO CPE REQUIRED
X TIME MANAGEMENT X CONNECTIVITY
PRODUCT DISTRIBUTION: A franchise approach will be used for product deployment.
A "Master Distributor" will be secured in each market area, the most likely
candidates will be current TAS, voice mail and paging providers with established
customers within the specific market area.
PRODUCT PRICING:
X $19.95 Monthly cost X $49.95 Set-up fee
X $4.95 Per one number locate X Expanded Local (varies)
X $4.95 Locate screening X $0.18 per minute dialing
X $.05 Per call cost (local)
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned
COMPETITION: Wildfire and touch tone driven services.
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Exhibit 2 Product 5
EMMA International Direct
PRODUCT DESCRIPTION: EMMA I.D. will allow companies that would like to have a
presence in the United States with their own toll free 800 number. EMMA will
call forward the 800 number to an office(s) internationally.
PRODUCT APPLICATION: EMMA I.D. allows a company that is doing business in the
states to forward calls to an office located internationally for handling.
Currently companies that are located in other country cannot have an 800 number
that terminates into another country. This is the only 800 number that allows
voice call forwarding to single or multiple locations. In addition, when
companies that use this service have employees traveling in the states the 800
number becomes a calling card.
TARGET MARKET: International companies doing business in the United States that
do not have offices here or need to send calls to an international office for
handling.
PRODUCT FEATURES & BENEFITS
X Consistent professional receptionist X 24 hours 7 days a week
X Intelligent Call Forwarding X Smart calling card
X Single number dialing for customers X No CPE required
PRODUCT DISTRIBUTION: A franchise approach will be used for product deployment.
A "Master Distributor" will be secured in each market area, the most likely
candidates will be current TAS, voice mail and paging providers with established
customers within the specific market area. Affinity groups will also secure
business opportunities for this product.
PRODUCT PRICING:
X $9.95 per month X $99.95 Set-up fee X Per minute charges based on country
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned
COMPETITION: Wildfire and touch tone driven services.
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Exhibit 2 Product 6
EMMA Corporate Direct
PRODUCT DESCRIPTION: EMMA C.D. offers the ability to any customer/company
instant connectivity to any employee that has EMMA VPA.
PRODUCT APPLICATION: EMMA C.D. allows a company to enhance their EMMA VPA
service. The companies EMME VPA numbers are loaded into a data-base that is
assigned its own 800 number. By dialing the 800 number and speaking the name of
the person you will be automatically connected to their VPA locate number.
TARGET MARKET: This can be a
PRODUCT FEATURES & BENEFITS
X Consistent professional receptionist X 24 hours 7 days a week
X Intelligent Call Forwarding X Smart calling card
X Single number dialing for customers X No CPE required
PRODUCT DISTRIBUTION: A franchise approach will be used for product deployment.
A "Master Distributor" will be secured in each market area, the most likely
candidates will be current TAS, voice mail and paging providers with established
customers within the specific market area. Affinity groups will also secure
business opportunities for this product.
PRODUCT PRICING:
X $9.95 per month X $99.95 Set-up fee
X 0. 16 Per minute cost X
DISTRIBUTOR COMMISSIONS: Up-front and residual commissions can be earned
COMPETITION: Wildfire and touch tone driven services.
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Exhibit 2 Product 7
The "Smart" Business Line
SERVICE DESCRIPTION: The SBL gives any person the competitive edge. It is
specifically designed for persons on the move who do business from two or more
locations, i.e., office, home, cellular phone, hotel room, etc. With SBL anyone
can receive or make important local and long distance calls anywhere in the USA.
SBL also gives you the convenience and safety of making calls by using a
voice-activated telephone directory of your most frequently called names and
numbers.
SERVICE APPLICATION: The telephone company, after 100 years, is still providing
local business lines that only ring at one location. SBL is a portable (on the
go) business line that rings you at any phone no matter where you go, locally or
anywhere in the USA. You never have to miss an important call again. It also
gives you the option to screen your incoming calls on any phone you use. The
Intelligent Call Screening (ICS) function tells you the name of the person
calling you and you have the choice of either accepting the call, sending the
call to voice mail, or having SBL tell the caller you are not available at this
time. The service also offers you low cost long distance (1+ dialing, incoming
800 service and calling card). SBL also provides you with the ability to make
calls by speaking the name of the person or location you are calling. You never
have to remember a telephone number or dial a lot of digits. This revolutionary
service has the potential to alter the telecommunications industry as we know it
today.
TARGET MARKET: Real Estate Agents, Pilots, Flight Attendants, Appraisers,
Service Technicians, Consultants, Engineering firms, Brokers, Attorneys etc....
SERVICE PRICING:
SBL $19.95 monthly charge
Set-up fee $40.00 one time charge
Custom Greeting $10.00 one time charge
Custom Greeting $2.95 monthly
Expanded local calling $9.95
(pricing will vary slightly by area)
DISTRIBUTION: Master Distributors and Agents. Commissions available.
COMPETITION: None
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Exhibit 3
EMMA VPA, FF, ID, CD Commission Schedule:
X 30% Per 800 number reservation
X 10% Residual Commission paid on the per minute billing
X Residual Commission paid on any other
X 10% Residual Commission paid any other Services purchased by customer
X 50% one time set-up fee
All Commissions are paid on collected revenue only
EMMA TR & VO Commission Schedule:
X 50% per month (Per line answered)
X 30% per month (One number locate)
X 50%Set-up fee (One time Commission)
X 10% Residual Commission paid on the per minute billing
X 10% Residual Commission paid any other Services purchased by customer
X $1.00 Per month (EMMA TAS Territory Over-ride)
All Commissions paid on collected revenues only
SBL Commission:
X 50% of the service set-up fee
X 16% of the Basic Business Line Monthly Fee (including ELC, Custom Greeting)
X 0% of the Custom Greeting set-up fee
X 10% Residual on any other monthly usage charges (long distance, calling card)
X 3% quarterly over-ride on usage revenue (long distance, calling card)
All Commissions paid on collected revenues only
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