Exhibit 10.20
JOINT VENTURE
TERMS SHEET
T- Enterprises, Inc., an Indiana Corporation of DeWitt, Michigan and
Universe2U Right-of-Ways Agency Inc., a Delaware corporation, (hereinafter
jointly and severally "Party" and " Parties"), desire in writing to express
their understanding as to the terms of a Joint Venture as particularized by the
following:
1. T-Enterprises, Inc. has caused or shall attempt to cause certain
contract(s) to be issued to a Michigan Limited Liability Company, T-E
Realty and Right-of-Way Agency, LLC ("LLC") for the right of the LLC
to act as marketing agent on behalf of a U.S. Corporation(s)
interested in leasing its rights-of-way and easements to others for
purposes of providing long-haul, point-to-point telecommunication
services, for the development of same, and to provide construction
services to lessees of same.
2. Universe2U Right-of-Ways Agency Inc., by its participation as a Member
of the LLC, desires to assist the LLC in marketing said rights-of-way;
T-Enterprises, Inc. has negotiated arrangements for the future
development of a continental network of fiber optics.
3. To accomplish the purposes of this Joint Venture:
A. T-Enterprises, Inc., through the LLC it has formed as Member,
will contribute the leasing opportunities it has developed with
an agreed upon value of FIFTY THOUSAND AND XX/100 ($50,000.00)
DOLLARS.
B. Thomas A. Adams shall act as Manager of the LLC.
C. Universe2U Right-of-Ways Agency Inc., will contribute TWO
HUNDRED THOUSAND AND XX/100 ($200,000.00) DOLLARS worth of shares
of its parent, Universe2U Inc., to the T-Enterprises, Inc. (the
"Shares"), said Shares being transferable and negotiable common
shares and the number of shares to be determined by the share's
fair market value on the date of closing of the first right-of-
way transaction including Multilink Network Services Inc. and/or
the LLC.
D. LLC shall reimburse its Members upon receipt of the funds noted
below received from Universe2U Right-of-Ways Agency Inc., for all
reasonable organizational expenses incurred by the Members in the
formation of the LLC.
E. Universe2U Right-of-Ways Agency Inc. shall contribute intangible
assets to the LLC with an agreed upon value of $50,000.00.
Universe2U Right-of-Ways Agency Inc., as a Member, will provide
by way of a loan in an amount not less than ONE HUNDRED THOUSAND
($100,000.00) DOLLARS within 48 hours of execution of this Terms
Sheet and the approval of a budget for the LLC. Universe2U
Right-of-Ways Agency Inc. shall make available such additional
amounts by way of loan guarantees as is necessary to meet the
overall capital needs of the LLC (the budget is to be agreed upon
by both parties and may be amended from time-to-time and as
necessary provided both parties consent to the changes). The same
will be referenced in the Operating Agreement to be entered into
by and between T-Enterprises, Inc., and Universe2U Right-of-Ways
Agency Inc. The $100,000.00 will be deposited into the LLC's
bank account and shall be available for use by the LLC as noted
above and upon the execution of the LLC Operating Agreement and
Employment Agreement between Thomas A. Adams and Multilink
Network Services, Inc.
F. Thomas A. Adams has entered into an Employment Agreement,
acceptable to Thomas A. Adams with Multilink Network Services,
Inc.
G. All of the agreements and other actions contemplated by this
Terms Sheet shall be executed or completed no later than THIRTY
(30) days from the date of execution of this Agreement.
H. In consideration for the contribution of T-Enterprises, Inc. and
Universe2U Right-of-Ways Agency Inc. to the Joint Venture (T-E
Realty and Right-of-Way Agency, LLC). T-Enterprises, Inc. will
receive a FIFTY-ONE PERCENT (51%) Membership Interest in the LLC
and Universe2U Right-of-Ways Agency Inc. will receive a FORTY-
NINE PERCENT (49%) Membership Interest in the LLC.
4. The Operating Agreement for the LLC shall provide for the following:
a. Capital contributions;
b. Management of the LLC;
c. Rights of the Members of the LLC;
d. Determination of the capital accounts of the Members;
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e. Co-Location rights;
f. Allocations of profits and losses;
g. Transfer of ownership of Member Interests;
h. Termination of the LLC;
i. Dissolution and winding up of the LLC and the distribution
of LLC assets upon dissolution;
j. The Parties shall conduct their fiber optic real estate
dealings solely through the LLC.
5. Participation in the business of the LLC shall not be the exclusive
activity of either T-Enterprises, Inc., Universe2U Right-of-Ways
Agency Inc. or the agents of the Members; each shall be free to pursue
other endeavors as long as they render their best efforts to the
affairs of the LLC. The LLC agrees to provide a first right of
refusal to Multilink Network Services Inc. regarding any fiber optic
development opportunities provided to it, provided that Multilink
Network Services Inc. grants a first right of refusal for the LLC to
act as its sole real estate agency for leasing or selling any rights-
of-way it has or represents in the United States, or the purchasing of
any rights-of-way it may desire in the United States. Multilink
Network Services, Inc. shall enter into an Employment Agreement with
Thomas A. Adams for his services on behalf of the employer as
President. Upon termination of any of the agreements by and between
the Parties hereto including the Employment Agreement between Thomas
A. Adams and Multilink Network Services Inc., the provisions in the
Operating Agreement between the Parties shall provide, where one or
more Members may so desire, a legal process for the return of assets
contributed by each Party and the determination of consideration to be
paid by one Party acquiring assets contributed by the other.
6. Upon termination of the LLC, T-Enterprises, Inc., and Universe2U
Right-of-Ways Agency Inc., shall have the right to exercise their co-
location rights including the sale of those rights or their
development. The other Party shall be entitled to rights of first
refusal to purchase in the event a Party to this Terms Sheet wishes to
sell its co-location rights. Excluding assets contributed to the LLC
by the Members, on termination, each party shall receive compensation
for the fair market value of its interests in the LLC to the extent
the fair market value of assets distributed to the other Party, during
the term of the LLC exceeds the value of assets distributed to the
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Party. This compensation may be by way of transferable and negotiable
market shares of Universe2U Inc.
7. Events of termination shall be as follows:
A. Failure to perform any provision of this Agreement in a timely
manner, or the default by either member of any provision of any
agreement between them including the Operating Agreement unless
waived by the other member.
B. Upon NINETY (90) days written notice by one party to the other
Party.
C. Filing of any action for an insolvency proceeding against either
Party remaining undismissed after THIRTY (30) days.
8. The Operating Agreement shall contain the usual provisions with regard
to confidentiality, non-competition and anti-piracy.
9. The agreements contemplated by this Term Sheet includes an agreement
setting forth the terms of the relationship between the Parties, the
LLC Operating Agreement, an Employment Agreement and any other
documents necessary to implement the verbal agreement of the Parties
and shall supercede any other agreements entered into between the
Parties.
10. The entry into this Agreement and the authority of the signatures
hereto have been authorized by the Boards of Directors of each party
to this Term Sheet, and by the Board of Directors of Universe2U Inc.
as it pertains to that Corporation.
Universe2U Right-of-Ways Agency Inc.
Dated: July 13, 2000 By: /s/ Kim Allen
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Kim Allen
CEO
T-Enterprises, Inc.
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Dated: July 13, 2000 By: /s/ Thomas A. Adams
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Thomas A. Adams, President
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