NON-CONFLICT & COOPERATION AGREEMENT
FOR THE USE OF USM TECHNOLOGY IN ADVANCED WIRELESS TELECOMMUNICATIONS
SERVICES
This Agreement is made and entered into effective as of the 12th day of
March, 2004 by and between the following:
|X| Nations Mobile Networks Ltd. ("NATIONS"), a British Virgin Islands
corporation; and
|X| aeroTelesis, Inc. ("AEROTELESIS"), a Delaware corporation.
Nations and aeroTelesis are hereinafter jointly referred to as the Parties
to this Agreement.
RECITALS:
Whereas, Nations (formerly known as Aerotelesis Ltd.) has previously
entered into an Agreement with Photron Technologies Ltd. ("Photron"), whereby
Photron agreed to exclusively supply USM wireless products & services to
Nations; and
Whereas, aeroTelesis (formerly known as Pacific Realm Inc.) acquired
Aerotelesis Philippines Inc. ("ATP") from Nations in exchange for shares of
common stock in aeroTelesis, and as part of that acquisition, aeroTelesis
acquired from Nations the right to utilize and deploy the USM technology for
wireless telecommunications services in the Philippines; and
Whereas, Nations subsequently executed a Letter of Authorization for
Photron to commercially develop and provide Photron's proprietary USM technology
to aeroTelesis; and
Whereas, aeroTelesis entered into a License Agreement with Photron,
whereby aeroTelesis was granted the semi-exclusive right to use the USM
technology in advanced wireless telephony services, such as Wireless Local Loop
("WLL") and Mobile Voice & Data Networks, as well as the exclusive right to use
the USM technology in satellite communication networks; and
Whereas, the Parties have expressed their desire to create a mutually
beneficial business relationship which will be guided by a spirit of
non-conflict and cooperation, for which there will be established guidelines
concerning the use of the USM technology for wireless telecommunications
services by both Nations and aeroTelesis.
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NOW, THEREFORE, based on the foregoing premises and in consideration of the
mutual promises and covenants contained herein, the parties hereto hereby agree
as follows:
1. PRIMARY TERRITORIES AND THE USE OF USM
In consideration of Nation's original agreement with Photron for the
exclusive use of the USM technology for wireless services, aeroTelesis
recognizes the existing relationships that Nations has already created for the
implementation of USM wireless services in the international markets and its'
ability to develop strategic partnerships with well established telecom
partners. Although aeroTelesis has subsequently established a License Agreement
with Photron for the semi-exclusive use of the USM technology in wireless
telecommunications services, the Parties hereby agree that Nations maintains its
rights to the USM technology the following territories ("Primary Territories"):
o Asia Pacific Region: Korea & China
o Southeast Asia: Indonesia, Vietnam, Malaysia, and Thailand
o South & Central America
o Middle East
Furthermore, the Parties also agree that aeroTelesis has a semi-exclusive
right to the USM technology for wireless telecommunications services and, in
this regard, aeroTelesis can also seek to establish strategic partnerships in
these same regions and others without being in conflict with Nations. The
Parties maintain that they are not in conflict with each other for the use and
deployment of USM and agree to inform each other in writing if either
establishes a strategic partnership in a particular country and is preparing for
network deployment.
2. REAFFIRMATION OF THE RIGHT OF FIRST REFUSAL
Nations reaffirms its position to give the Right of First Refusal for
aeroTelesis to acquire from Nations any wireless network, operation, and/or
license that Nations is able to secure or establish in the Primary Territories.
In the event that aeroTelesis declines to acquire the operation or license that
is being offered it to under the Right of First Refusal, then Nations will allow
aeroTelesis the opportunity to participate as a minority partner at a percentage
(%) to be negotiated at that time.
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3. INVITATION TO PARTICIPATE IN OTHER TERRITORIES
In addition to the Primary Territories defined above, Nations has the
ability to identify and/or secure wireless telecommunication opportunities in
other international territories ("Secondary Territories"). If Nations is able to
establish a wireless network license and opportunity in the Secondary
Territories, it may invite aeroTelesis to participate as either the lead or
co-developer of the wireless network. The terms & conditions for aeroTelesis'
participation will be negotiated on a territory by territory basis. It is
understood by the Parties that there may be times when aeroTelesis will decline
such an opportunity because of country risks that may be associated with the
wireless opportunity or U.S. government regulations which would prohibit
aeroTelesis from entering the particular market.
4. COOPERATION FOR SATELLITE OPPORTUNITIES
Nations recognizes that aeroTelesis has established an exclusive
relationship with Photron for the commercial development and manufacture of
satellite-based network products and systems using the USM technology. If
Nations is able to identify certain satellite-related opportunities in those
Territories where it is active, it will introduce these opportunities to
aeroTelesis and if a license or network operation can be secured by aeroTelesis,
then Nations will be compensated with a Participation Fee to be negotiated at
that time. If aeroTelesis is unable to deploy the satellite operation because of
possible country risks associated with the particular territory or other
regulations that might prohibit its direct involvement in the territory, then
aeroTelesis is willing to consider a sub-licensing relationship with Nations.
The terms & conditions for such a sub-licensing relationship will be negotiated
at the appropriate time.
5. FUTURE AGREEMENT
If additional provisions need to be made, the Parties agree to do so only
in writing and will attach such provisions to this Agreement as an Addendum.
If necessary, the Parties also agree to enter into a more detailed
Agreement in the future and such Agreement will supercede this Agreement in its
entirety.
This Agreement is legal and binding upon the Parties under the laws of the
Republic of Singapore.
SIGNATORIES
Nations Mobile Networks Ltd. aeroTelesis, Inc.
Name: Jhano Xxxxxxx Name: Xxxxxx Xxxxxxxxx
Title: Director Title: President
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