[*] IMPORTANT NOTICE: Certain material, indicated by an asterisk ("*"), has been
omitted from this document pursuant to a request for confidential treatment. The
omitted material has been filed separately with the Securities and Exchange
Commission.
Exhibit 10.5.1
EPOCH NETWORKS, INC.
FIRST AMENDMENT TO
BRANDED SERVICES AGREEMENT
This First Amendment to Branded Services Agreement, entered into as of July
16, 1998, amends that certain Branded Services Agreement, dated as of April 2,
1998 ("Agreement), between Net-tel Corporation ("Branded Provider") and Epoch
Networks, Inc. ("Epoch").
WHEREAS, Branded Provider and Epoch desire to amend the Agreement to revise
the price list and to include equipment purchase provisions in Attachment A to
the Agreement.
NOW, THEREFORE, in consideration of the mutual promises provided herein, the
parties hereto agree as follow:
1. Attachment A to the Agreement is hereby amended by deleting the material in
the table under the caption "Dial-up Access," but not the bullet points
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following such table, and substituting therefor the following:
"Discount Level"
Services Basic Ex. Min
- -------- ----- -------
Epoch Unlimited 9600-56K Analog * *
ISDN 1B * *
ISDN 2B * *
UUNet Access * *
Notes:
1. Unlimited dial-up access shall be subject to control of abusive network
users.
2. Excess Minutes charge shall apply to time used above the basic allotment.
3. 56K analog service, where available, shall be standardized on Rockwell
chipsets and K56Flex technology.
4. ISDN Basic fee shall be for minutes of access per month per user.
Minutes shall not aggregate across user-base and expire at the end of each
month.
5. UUNet Access Basic fee shall be for minutes of access per month per
user. Minutes shall not aggregate across user-base and expire at the end of
each month.
2. Attachment A is hereby by including after the caption "Equipment Rental
----------------
Packages" the following new caption
--------
* Confidential treatment requested. The redacted material has been separately
filed with the Securities and Exchange Commission.
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Equipment Purchase Packages:
- ----------------------------
Equipment Price
- --------- -----
CISCO 2501 Epoch agrees to sell all hardware equipment at
Proteon 60 cost plus *% are further agrees to provide all
Ascend Pipeline 130 cost invoice upon such reasonable requests.
Motorola FT 100 (for 128K-T1)
Motorola (for 56K)
3. This Agreement, except as amended by this Amendment, shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties have set their hands to this Amendment as of
the date first above written.
EPOCH NETWORKS, INC.: NET-TEL CORPORATION:
By: /s/ Scott Purcell By: /s/ James F. Kenefick
Name: Scott Purcell Name: James F. Kenefick
Its: President 7/16/98 Title: President 7/16/98
18201 Von Karman Ave., 5th Floor 3050 "K" Street, NW, #250
Irvine, CA 92612 Washington, DC 20007
Tel: 949-474-4950 Tel: 202-736-5100
* Confidential treatment requested. The redacted material has been separately
filed with the Securities and Exchange Commission.
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