Exhibit 10.22
[*] Designates material for which confidential treatment has been requested,
which material has been separately filed with the Securities and Exchange
Commission.
SWITCH PORT LEASE AND SERVICE AGREEMENT
This Switch Port Lease and Service Agreement ("Agreement") is hereby
entered into as of this 7th [handwritten] day of August [handwritten], 1996 and
----------------- --------------------
is between World Touch, Inc., a Washington Corporation (hereinafter "Lessor"),
having its principal offices at 300 120th Ave., NE, Building One, Suite 204,
Bellevue, Washington 98005 and PrimeCall, Inc., a Washington corporation
(hereinafter "Lessee") having its principal offices at 1520 Eastlake Ave., E,
Suite 205, Seattle, Washington 98102 (collectively "Parties").
The Parties agree as follows:
1. Lease of Ports. Subject to the terms and conditions contained herein,
--------------
Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor the
quantity of DS-1 ports (set forth in Exhibit "A") on a Northern Telecom DMS-250
Switch (the "Switch"), located at 625 So. Grand Avenue, 7th Floor #711, (1
Wilshire Bldg.), Los Angeles, California 90017 to receive, process, and output
voice grade telephone message traffic.
2. Term. This Agreement and the services contemplated hereunder shall not
----
become effective until Lessee pays to Lessor $[*] representing first months
rental payment. Unless sooner terminated as provided herein, this Agreement
shall have a initial term of six (6) months (the "Initial Service Term")
commencing on the date set forth above. After the initial Service Term, service
shall automatically continue on a month-to-month basis (each month period is
referred to as an "Extended Term"), unless terminated by either party at the end
of the Initial Service Term or an extended Term, by giving at least 60 days
written notice of intent to terminate prior to the end of such Term. All terms
set forth herein shall apply to any 'Extended Term' of this Agreement.
3. Charges, Payment and Billing.
----------------------------
a. Lessee will pay Lessor monthly for the lease of ports and services
provided pursuant to this Agreement. As of the execution date of this Port
Agreement, the charges which apply are set forth in Exhibit "A" attached hereto.
Charges for ports will be paid in advance each month. In-use port charges
commence when the ports are activated in accordance with Section 6. Ports placed
in In-Use during a partial calendar month shall still be charged at a rate equal
to the full monthly In-Use port rate.
b. Payment. Lessee agrees to remit any payment due to Lessor pursuant
to this Agreement on the first of each month (the "Due Date") . Any payment
[*] CONFIDENTIAL TREATMENT REQUESTED
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received more than thirty (30) days after the first of the month shall
constitute a late payment resulting in a late payment charge of 1.5% of the
total invoice amount per month of the maximum legal rate, whichever is less. If
the total amount due on any invoice is not received by Lessor within fifteen
(15) days of the Due Date, Lessor may send Lessee written notice that all
services may be temporarily suspended due to non-payment. Lessor shall have the
right after ten (10) days following such notice to discontinue services pursuant
to this Agreement unless or until the total amount due including late payment
charges is paid in full by Lessee.
c. Disputes. In the event of any billing disputes, Lessee will provide
to Lessor, prior to Due Date, a detailed presentation in writing of any disputed
charges. Notwithstanding such dispute Lessee shall pay any undisputed portion of
the disputed invoice. Any dispute by Lessee must be raised within sixty (60)
days of the Due Date, or such disputed claim is hereby waived. Disputes will be
resolved in accordance with the procedures outlined in paragraph 14(j).
d. Additional Charges. Any applicable federal, state, or local use,
excise, sales, or privilege taxes, duties, or similar liabilities, chargeable to
or against Lessor because of the services provided to Lessee pursuant to this
Agreement shall be charged and payable by Lessee in addition to the other charge
specified in this Section 3. Any extra services provided by Lessor to Lessee
shall be billed to Lessee and paid within ten (10) days of invoice provided that
Lessee has agreed to any such extra services in advance.
4. Lessor's Responsibilities. Lessor shall be responsible only for the
-------------------------
following:
a. Operating the Switch and performing all maintenance and procedures
related thereto in a timely manner;
b. Maintaining a Switch Operator on duty at the Switch location during
normal business hours, Monday through Friday. Lessor will have technicians on
call on a twenty-four (24) hour basis.
c. Providing Lessee with telephone numbers and an escalation list for
use in reporting troubles. Lessor shall monitor the Switch on a twenty-four (24)
hour basis, such monitoring having capability to respond to alarms which alert
the need for immediate maintenance attention.
d. Coordination of the resolution of trouble calls received from the
Lessee by using the Lessor's best effort to respond, identify, and repair each
problem reasonably and promptly (generally within 4 hours) or such longer time
as is reasonable
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under the circumstances and to thereafter notify Lessee of the nature of the
problem, following completion of such problem resolution.
e. Scheduling any pre-planned major preventative Switch maintenance
during Lessee's off business hours, coordinate with and notifying Lessee of such
planned outages at least forty-eight (48) hours prior to their occurrence.
Lessor acknowledges that Lessee's business hours may vary significantly from
"normal business hours."
f. Provide Call Detail Records (CDR) in a format and mutually
acceptable media, as required to allow proper billing, tracking, and Lessee
fraud control.
g. Lessor shall also be responsible for the duties detailed in Exhibit
C attached hereto and made a part hereof.
h. Joint coordination of ASR's, however, Lessee will be order
originator, designer and technical point of contact. Lessee will also establish
its own CLLI with each carrier.
5. Lessee's Responsibilities. Lessee shall be responsible for the
-------------------------
following:
a. Payment of all charges and fees due Lessor hereunder in a timely
manner.
b. Any disputed charges must be paid in full as per Section 3c. A
resolution of such disputed charges mutually agreed upon shall be provided in
the form of a credit against existing or future post/use charges.
c. Using the ports and services provided by Lessor under this Agreement
for tandem switching of voice grade telephone message traffic.
d. Complying with all applicable laws.
e. Observing all conditions contained herein.
f. Be responsible for the duties detailed in Exhibit C, attached hereto
and made a part hereof.
6. Port Availability.
-----------------
a. In-Use Ports. Lessor agrees to lease twenty (20) DS-1 (24 ports) on
the Switch to Lessee. In the event Lessee desires additional ports, Lessor shall
make
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them available upon the same terms and conditions set forth herein in blocks
of 480 ports upon 90 days notice.
b. Disconnecting Ports. Lessee may disconnect ports by giving Sixty
(60) days written notice to Lessor. Ports may not be disconnected in increments
of less than Four hundred and Eighty (480) ports (20 DS-1). Charges for ports
being disconnected will continue until the actual disconnect date.
7. Routing.
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a. Initial Routing. Lessor shall set-up software table (the "Initial
Routing Tables") in the Switch which directs the flow of traffic to Lessee's
ports. Such routing procedure is to be implemented after a mutually acceptable
initial routing procedure has been approved by both parties. Lessee shall
provide Lessor with a written listing of all the output NPA-NXX's and country
codes to be entered into the Initial Routing Tables and shall specify the output
port(s) to which each NPA-NXX or country code, Lessee agrees that traffic bound
for that NPA-NXX or country code will be intercepted by the Switch and treated
with an announcement, or routed to a trunk group designated by Lessee. When
input to the Initial Routing Tables has been completed, Lessor shall provide
Lessee with a paper printout of the Initial Routing Tables. Lessee agrees:
i. to review the Initial Routing Tables to verify their
accuracy;
ii. to notify Lessor in writing with five (5) business days
of receipt of the printout of any error; and
iii. to specify changes needed to the Initial Routing Tables
to Lessor in writing.
Input to all tables will be considered correct and accepted by Lessee
unless Lessor is notified within five (5) business days otherwise.
b. Routing Changes. Lessee may request changes to the Initial Routing
Tables resulting in revised routing tables (the "Revised Routing Tables"), which
may also be changed at the request of the Lessee.
Lessor agrees to make requested changes at an extra charge to be paid in
advance by Lessee in accordance with the procedures and time-lines specified in
Exhibit "B,"
4
attached hereto and made a part hereof. Lessee agrees to comply with the
routing procedures specified in Exhibit B.
8. Service Outage Recovery. Lessor agrees to work with Lessee to develop a
-----------------------
mutually acceptable plan for alternative routing of Lessee traffic to mitigate
the outage in the event of a disaster or major Switch outage.
9. Defaults and Remedies. It shall be a default under this Port Agreement,
---------------------
entitling lessor or lessee, as the case may be, to terminate this agreement and
to pursue all remedies available under applicable law if:
a. Any party shall be in material breach of the terms and conditions of
this Agreement: or
b. Any party shall file a voluntary petition in bankruptcy, fail to
deny an involuntary petition in bankruptcy with 30 days of filing, or is
adjudicated to be bankrupt, or shall appoint or suffer the appointment of a
receiver or trustee for all or a port of it property, or shall make an
assignment for the benefit of its creditors.
c. In the event either party defaults under the terms of this
agreement, the non-defaulting party shall have the right to immediately
terminate this agreement. In the event the Lessor is in breach of its duties as
set forth in paragraph 5 and of Exhibit "C" attached hereto and incorporated
herein, Lessee shall give Lessor written notice of the breach. If such
deficiency or breach is not cured in five (5) days, Lessee shall have the right
to cancel this Agreement effectively immediately.
10. Required Termination. Either party shall also have the right, whether
--------------------
or not a default shall have occurred, to terminate this Agreement prior to the
expiration of the Initial Service Term or any Extended Term, upon no less than
thirty (30) days prior written notice to the other party if either party is
prohibited from furnishing any service related solely to this Agreement by order
of any court, the Federal Communications Commissions, or any other government
authority having jurisdiction as a result of any change in circumstance
occurring after creation of this Agreement; and in the event of early
termination under the paragraph, neither party shall have any continuing
obligation or liability to the other, except for such obligations or liabilities
for payment which existed at, or in respect of, services rendered through the
termination date.
11. Indemnification.
---------------
a. Each party (the "Indemnifying Party") will indemnify and hold
harmless the other party, ("Indemnified Party") from and against any loss, cost,
claim, liability, damage expense (including reasonable attorney fees) to third
parties, relating to
5
or arising out of any acts by the Indemnifying Party under this Agreement or its
negligent or willful misconduct and defend any action or suit brought by a third
Party against the Indemnified Party for any loss, claim, liability, damage, or
expense relating to or arising out of actions of the Indemnifying party under
this Agreement or its negligence or willful misconduct.
b. The Indemnified Party will notify the Indemnifying Party promptly in
writing of any written claims, lawsuits, or demands by third parties for which
the Indemnified Party alleges that the Indemnifying party is responsible under
this section and tender such claim, lawsuit, or demand to the Indemnifying Party
for defense and the Indemnifying Party agrees to so defend. The Indemnified
Party also will cooperate in every reasonable manner with the defense or
settlement of such claim, demand, or lawsuit.
c. The Indemnifying Party will not be liable under this section for
settlements by the Indemnified Party of any claim, demand, or lawsuit unless the
Indemnifying Party has approved the settlement in advance or unless the defense
of the claim, demand, or lawsuit has been tendered to the Indemnifying Party in
writing and the Indemnifying Party has failed promptly to undertake the defense.
d. Indemnified party is defined to include directors, officers,
employees, agents, successors or assigns. Indemnifying party is defined to
include successors or assigns.
12. Waiver of Warranties.
--------------------
SUBJECT TO THE TERMS OF PARAGRAPH 11 AND 13 CONTAINED HEREIN, AND EXCEPT
FOR THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, LESSOR SHALL IN NO
EVENT BE LIABLE TO LESSEE OR ANY OTHER PERSON, FIRM, OR ENTITY IN ANY RESPECT,
INCLUDING WITHOUT LIMITATION, FOR ANY DAMAGES, EITHER DIRECT, INDIRECT
CONSEQUENTIAL, SPECIAL INCIDENTAL, ACTUAL, PUNITIVE OR FOR ANY OTHER DAMAGES OR
FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF MISTAKES,
ACCIDENTS, ERROR, OMISSIONS, INTERRUPTIONS, TERMINATION OR DEFECTS IN
TRANSMISSION, INCLUDING THOSE WHICH MAY BE CAUSED BY REGULATORY OR JUDICIAL
AUTHORITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OBLIGATIONS OF
LESSOR PURSUANT TO THIS AGREEMENT. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO
THE CONTRARY, LESSOR MAKES NO WARRANTY WHETHER EXPRESSED, IMPLIED, OR STATUTORY,
AS TO THE DESCRIPTION, QUALITY,
6
MERCHANTABILITY, COMPLETENESS OR FITNESS FOR ANY PURPOSES, ALL OF WHICH
WARRANTIES BY LESSOR ARE HEREBY EXCLUDED OR DISCLAIMED. THIS PROVISION MAY NOT
BE WAIVED EXCEPT BY THE PRIOR WRITTEN CONSENT OF GENE ELMORE, PRESIDENT, FIVE
STAR TELECOM, INC.
13. Warranties.
----------
Lessor warrants that all work product, materials and services furnished by
Lessor hereunder to Lessee shall be delivered or performed free of any claim of
any person by way of trade secret, copyright, trademark infringement or any
other proprietary right. Lessor represents and warrants that Lessor has title to
and is the lawful owner of all materials and supplies provided hereunder or, if
not the owner, has the right to use, license and provide same to Lessee.
Lessee warrants that all work product, materials and services furnished by
Lessee hereunder to Lessor shall be delivered or performed free of any claim of
any person by way of trade secret, copyright, trademark infringement or any
other proprietary right. Lessee represents and warrants that Lessee has title to
and is the lawful owner of all materials supplies provided hereunder or, if not
the owner, has the right to use license and provide same to Lessor and that such
materials and supplies are free of any security interests claims, liens or any
other encumbrances whatsoever; that Lessee has the right to assign, transfer and
convey them.
14. Miscellaneous.
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a. Authority. Each party warrants that it has the full legal right,
power, and authority to perform its obligations under this Agreement and that
the person executing this Agreement has the authority to bind such respective
party.
b. Assignment. Lessee shall not assign or transfer this Agreement or
any rights hereunder without first obtaining the written consent of the Lessor,
which consent shall not be unreasonably withheld. Lessor shall notify Lessee of
any assignment of its rights and obligations under this Agreement.
c. Relationship. This Agreement does not and will not create a
partnership, agency, or joint venture between the parties and does not result in
a joint communications service offering.
d. Governing Law; Venue. This Port Agreement and the rights and
obligations of the Parties shall be governed by the laws of the State of
Washington. All
7
parties consent that venue for the filing of any lawsuits brought hereunder
shall be in the City of Bellevue, County of King, Washington.
e. Severability. If any provision or portion of this Agreement shall
be held invalid under any applicable laws, such invalidity shall not affect any
other provision of this Agreement that can be given effect without the invalid
provision or portion and without materially altering the terms of this agreement
or the intent of the parties, and, to this end, the provisions or portions
hereof are severable.
f. Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes all prior agreements, whether written or oral
with respect to the services being provided under the terms of the Agreement,
and the terms hereof may be changed or waived only by an agreement in writing
signed by both parties hereto.
g. Compliance with Laws. The parties hereto agree to comply with all
federal, state, and local laws with respect to the service and this Agreement.
h. Force Majeure. Neither party shall be liable to the other for its
failure to perform its obligations hereunder if prevented or interfered with by
reason of fire, flood, epidemic, earthquake, or any other act of God, explosion,
power failure, economic impossibility or hardship, utility curtailment, labor or
other dispute, riot or civil disturbance, war, armed conflict, municipal
ordinance, state, or federal law, order of any court of competent jurisdiction,
governmental regulation or acts or omissions of third parties or other causes
beyond the reasonable control of Party.
i. Notices. Notices required under this Port Agreement shall be in
writing and personally delivered, telecopied, or sent by Certified Mail, Return
Receipt Requested, or overnight courier service to the Parties at the address
indicated below:
If To Lessor:
World Touch, Inc.
Attn: Richard H. Hunich
300 120th Ave., NE
Building One, Suite 204
Bellevue, Washington 98005
If to Lessee:
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PrimeCall, Inc.
Attn: Allan Chin
1520 Eastlake Ave., E
Suite 205
Seattle, Washington 98102
j. Arbitration. All disputes, including but not limited to billing
disputes, collection, contract interpretation and damages shall be resolved by
mandatory binding arbitration. Such arbitration shall be commenced upon the
filing of a notice requesting arbitration by either party. The cost of the
arbitration shall be initially borne equally by both parties. The prevailing
party shall be awarded its arbitration costs, and all of its actual attorney's
fees incurred in dispute resolution. The arbitration shall be held in the County
of King. The arbitrator's award may be converted into a judgment in accordance
with Washington state law.
k. Joint Procedures. Both parties agree to implement and adhere to the
procedures and duties in Exhibit "C" attached hereto and made a part thereof.
l. Interpretation and Construction. The parties agree that no
presumption shall be applied in favor or against any purported draftor.
m. Attorneys Fees. If any action of law or in equity is necessary to
enforce or interpret the terms of this Agreement, or any part thereof, the
prevailing party shall be entitled to reasonable attorney's fees and costs.
n. Reference. The paragraph headings contained within this Agreement
are for reference and convenience purposes only, and shall under no
circumstances affect the meaning or interpretation of this Agreement.
o. Performance. The failure of either party at any time, or from time
to time to require performance of any of the obligations of the other party
under this Agreement shall in no manner affect the right of either party to
enforce any provision of this Agreement at a subsequent time; and shall not be
construed as a waiver of any subsequent breach of that same provision.
p. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which taken together shall
constitute one and the same Agreement. All signed fax copies of this Agreement
shall be deemed as valid as an original.
9
q. NO THIRD PARTY BENEFICIARIES. Nothing contained herein shall confer
any right to claim or enforce any right or obligation as third party beneficiary
upon any third party.
15. Circuit Costs. Lessor will accept no responsibility for any long-haul
-------------
transport cost or LEC billing. Lessor provides switch ports to the Lessee as
described above. It is the responsibility of the Lessee for all recurring and
non-recurring charges from local exchange carriers and any other carrier for
switched ports. Lessee will provide Lessor with a letter of agency and any other
required information allowing Lessor to order circuits into the switch office of
the Lessor. All billing for the circuits ordered by the Lessee will be paid
directly by Lessee.
IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be
executed as of 8/7/96.
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LESSOR: LESSEE:
WORLD TOUCH, INC. PrimeCall, Inc.
By: /s/ R. H. Hunich By: /s/ Alan Chin
----------------------------- -------------------------------
R. H. Hunich Alan Chin
- -------------------------------- -----------------------------------
Name (printed) Name (printed)
Its: President Its: Vice President
---------------------------- -------------------------------
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EXHIBIT A
Fee and Term Schedule
Lessor hereby leases to Lessee DS-1 Ports (2 4 ports per DS-1) under the
following terms and conditions to be incorporated in and made a part thereof the
Switch Port Lease and Service Agreement dated June 1, 1996.
1. Lessee shall lease from Lessor 480 ports on a DMS-250C switch located
in Los Angeles, beginning with the execution date of this Agreement.
2. The commencement date of the Initial Service Term shall be the
execution date of this agreement.
3. The price per Voice and Data Digital channel (1/24 of DS-1 or T-1)
shall be [*] per port, payable 30 days in advance. Total price shall be [*] 480
ports x [*] = [*] per month.
4. Rack space and power to accommodate Lessee's equipment and Circuits
shall be provided by Lessor, within reason.
[*] CONFIDENTIAL TREATMENT REQUESTED
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EXHIBIT B
Routing Table Change Request Procedure
Both parties to this Port Agreement dated 8/7, 1996,
---
understand that procedures should be established and followed to assure that
required routing changes are executed accurately and in a timely and cost
efficient manner. Lessor agrees to work with Lessee to customize the basic
procedures set forth below in ways which are mutually acceptable for achieving
these goals.
1. Submitting Requests. Change requests must be made in writing and must
-------------------
indicate exactly how the Routing Table data is to appear after the change.
Lessee may submit changes to Lessor via first-class mail, recognized courier or
facsimile transmission. In order to expedite processing, Lessor may request that
changes be sent to the attention of a particular individual or department and/or
that a particular form or format be used. Lessee shall pay for all changes
within 10 days of receipt of an invoice from Lessor.
2. Acknowledging Receipt. Lessor shall acknowledge receipt of change
---------------------
requests by facsimile transmission on the next business day after receipt of
Lessee's written request. If Lessor fails to acknowledge receipt of a change
request within one business day, Lessee should call Lessor to confirm receipt or
resubmit the request. Change requests will not be deemed received unless
acknowledged by Lessor.
3. Timing of Input. Lessor shall review all change requests and contact
---------------
Lessee for clarification of the request, if applicable, within a reasonable
period of time after acknowledging receipt. A reasonable period of time for
reviewing the request generally will not exceed the next business day after the
receipt of the request. The change request will generally be completed within
the next business day following acknowledgment of Lessor's receipt of written
clarifications, if any from Lessee. Should Lessee request that any routing
change be completed by Lessor in less than the time interval specified above,
Lessor will use its best efforts to comply with Lessee's requests at an extra
charge. Lessee will always attempt to limit expedited changes to emergency
situations.
4. Acknowledging Input. Within 1 business day following completion of
-------------------
input, Lessor will send Lessee, via first-class mail, recognized courier or
facsimile transmission, a hard copy of print out of the changed routing tables
showing the contents before and after changes were made. Lessee shall review the
input to verify its accuracy. Completed changes will be considered correct and
accepted by Lessee unless Lessor is
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notified otherwise within the next business day after the information was
received or five (5) days after it is sent, whichever is less.
5. Data Base Management. Lessee shall be allowed direct input control via
--------------------
password protected software of the routing, management, and authorization code
data base on the switch under a mutually acceptable procedure for security and
implementation. Any other user of the switch shall coordinate their input
process in conjunction with the Lessor procedures. However, such input control
and access does not allow Lessee to make changes to any data base or routing
other than that associated with Lessee.
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EXHIBIT C
Lessee's Responsibilities
Lessee shall be responsible for the following:
1. ANI/Subscriber Maintenance of Class of Service, line/trunk
restrictions, adds, changes and deletions.
2. Trunk configuration, turn-up testing/acceptance, disconnects, moves or
changes will be done as scheduled with Lessor.
3. Trunk, switch and billing link maintenance will be tested, monitored
and trouble reported, pro-actively and re-actively during 8:30 a.m. to 5:30
p.m., Pacific Coast Time and by alarm during non-business hours.
4. Trunk ordering - as an agent when needed, Lessor personnel will respond
as facility point of contact, and test , install on coordinator with carriers
and Lessor's personnel.
5. Joint coordination of ASR's, however, Lessee will be order originator,
designer and technical point of contact. Lessee will also establish its own CLLI
with each carrier.
6. All costs, expenses whatsoever related to the operation of Lessee's
business through the DMS-250 switch.
Lessor's Responsibilities
Lessor shall be responsible for the following:
1. Identify the Switch Trunk Number for installation.
2. Installation wiring, joint testing acceptance of connecting carrier
facilities.
3. Initial installation support will be provided upon demand by Lessor
personnel between the hours of 8:30 a.m. and 5:30 p.m. Pacific Coast Time.
14
4. If required by Lessee, due to billing link failure, Lessor will send a
billing tape of lost raw detail call records to Lessee. Lessee will be
responsible for shipping cost.
5. Lessor shall maintain the Switch in good working order so that it
operates up to normal carrier standards and up to Northern Telcom DMS standards,
whichever shall be higher standards. Lessor shall also provide least cost
routing on an efficient basis and make changes promptly and accurately. Lessor
shall retain all data and reports in a secure backed up mode at the prevailing
industry standards. Lessor's failure of any of the provisions herein and failure
to remedy such deficiency within five days of notice shall constitute a material
breach of the terms and conditions of the Agreement for purposes of Paragraph 9.
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Attachment 1
This Attachment is to amend Exhibit A to increase the number of lease ports from
480 to 960. This increase is to be effective October 1, 1996.
In WITNESS WHEREOF, the parties hereto have cause this Attachment to be executed
as of October 1, 1996. Both parties agree that Attachment 1 is a part of the
original Agreement executed on August 7, 1996.
LESSOR: LESSEE:
WORLD TOUCH, INC. Primecall, Inc.
By: /s/ R. R. Hunich By: /s/ Alan Chin
-------------------------- ---------------------------
R. R. Hunich Alan Chin
- ----------------------------- ------------------------------
Name (printed) Name (printed)
Its: President Its: Vice President
------------------------- --------------------------
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Attachment 2
This addendum extends the existing term of the Port Rental Agreement from
February 7, 1997 to January 31, 1998 for 960 Ports on the Los Angeles Switch.
In WITNESS WHEREOF, The parties hereto have cause this Attachment to be executed
as of February 28, 1997. Both parties agree that Attachment 2 is a part of the
original Agreement executed on August 7, 1996.
In addition WTI agrees to lease 20 more T's (480 Ports) at the same prices
starting on March 15, 1997 and terminates on January 31, 1998.
Lessor: Lessee:
World Touch, Inc. Prime Call, Inc.
By: /s/ R. H. Hunich By: /s/ Alan Chin
--------------------------- ------------------------
Name: R. H. Hunich Name: Alan Chin
------------------------- ----------------------
(Printed) (Printed)
Its: President Its: Vice President
-------------------------- ----------------------
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