EXHIBIT 10.6
EQUIPMENT LEASE
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InterVoice Inc. (herein called "Lessor") agrees to lease to WorldQuest Networks,
Inc. (herein called "Lessee"), and Lessee agrees to lease and rent from Lessor,
the equipment for the 400 Ports (as defined in Section 14 below), which
equipment includes a license to all software ("Software") associated with the
use and operation of such equipment (as such license is described in Section 15
below), (herein with all replacement parts, additions and accessories called the
"Equipment"), on the terms and conditions hereof.
1. TERM AND RENT. The lease term shall commence as of the date that the
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Equipment is accepted by Lessee or Lessee's agent in accordance with
Section 10 below (the "Commencement Date") and shall continue until the
obligations of Lessee under this Lease shall have been fully performed.
Monthly Rent, in the amount per month determined in accordance with Section
11 below, shall be due and payable on the fifteenth (15th) day of the
following month beginning on the fifteenth day of the month following the
month in which acceptance occurs, and shall continue for a period of thirty
six (36) months (the "Term of this Agreement"). THIS LEASE CANNOT BE
CANCELLED BY THE PARTIES HERETO DURING THE TERM HEREOF, except by mutual
written agreement of the parties, or as otherwise provided for in this
Lease.
2. TITLE: PERSONAL PROPERTY. The Equipment is, and shall at all times, remain
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the property of Lessor, and, except as provided herein, Lessee shall have
no right, title or interest therein. If Lessor supplies Lessee with labels
indicating that the Equipment is owned by Lessor, Lessee shall affix such
labels to and keep them in a prominent place on the Equipment. In order to
perfect Lessor's security interest in the Equipment in the event this Lease
is determined to be a security agreement, Lessee hereby grants Lessor a
security interest in the Equipment and authorizes Lessor, at Lessee's
expense, to cause this Lease, or any statement or other instrument in
respect of this Lease showing the interest of Lessor in the Equipment,
including Uniform Commercial Code Financing Statements, to be filed or
recorded and re-filed and re-recorded, and grants Lessor the right to
execute Lessee's name thereto. Lessee agrees to execute and deliver any
statement or instrument requested by Lessor for such purpose. Lessee shall,
at its expense, protect and defend Lessor's title (provided Lessee shall
have no obligations to protect and defend Lessor's title with respect to
claims of Lessor's creditors) against all persons claiming against or
through Lessee, at all times keeping the Equipment free from any legal
process or encumbrance whatsoever, including but not limited to liens,
attachments, levies and executions, and shall give Lessor immediate written
notice thereof and shall indemnify Lessor from any loss caused thereby.
Lessee shall execute or obtain from third parties and deliver to Lessor,
upon Lessor's request and expense, such further instruments and assurances
as Lessor deems necessary or advisable for the confirmation or perfection
of Lessor's rights hereunder. The Equipment is, and shall at all times be
and remain, personal property notwithstanding that the Equipment or any
part thereof may now be, or hereafter become, in any manner affixed or
attached to real property or any improvements thereon.
3. CARE, USE, LOCATION AND ALTERATION. Lessee shall not misuse the Equipment,
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shall exercise reasonable care in using the Equipment, shall use the
Equipment lawfully and shall not alter the Equipment without Lessor's prior
written consent.
4. REDELIVERY. Upon expiration or earlier termination of this Lease, Lessee
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shall return the Equipment covered thereby, freight prepaid, to Lessor in
good repair, condition and working order, ordinary wear and tear resulting
from proper use thereof only excepted, in a manner and to a location within
the continental United States designated by Lessor. Any and all costs
associated with returning the Equipment, including discontinuance,
disassembly, rigging, and transportation expenses, duties, tariffs and/or
taxes, shall be paid by Lessee.
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5. NET LEASE, TAXES AND FREIGHT. Lessee intends the rental payments hereunder
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to be net to Lessor and Lessee shall pay all sales, use, excise, stamp,
documentary and ad valorem taxes, license and registration fees,
assessments, fines, duties, tariffs, penalties and similar charges imposed
on the lease, license, delivery, transportation, ownership, possession or
use of the Equipment during the term of the lease; shall pay all taxes
(except Lessor's Federal or State net income taxes) imposed on Lessor or
Lessee with respect to the rental payments hereunder and shall reimburse
Lessor upon demand for any taxes paid by or advanced by Lessor. Unless
otherwise agreed to in writing, Lessor shall file for and pay all personal
property taxes assessed with respect to the Equipment during the term of
this Lease and Lessee shall, upon Lessor's demand, forthwith reimburse
Lessor therefor. The Equipment is provided to Lessee F.O.B, Lessee's
facilities in New York, and Lessor is responsible for paying all freight
and other transportation charges associated with the Equipment.
6. TAX TREATMENT. With respect to each item of the Equipment leased
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hereunder, Lessee agrees that Lessor shall be entitled to such deductions
and other benefits as are provided to an owner of personal property leased
by the owner under a capital lease, under the Internal Revenue Code of 1986
(as defined in Section 2 of the Tax Reform Act of 1986), as amended or
superseded from the time (hereinafter the "Code"), including without
limitation depreciation deductions based upon the Accelerated Cost Recovery
Equipment all at the federal tax rates in effect on the Commencement Date
(hereinafter "Tax Benefits"). The parties further agree that the applicable
provisions of this lease cannot be changed without endangering Lessor's tax
benefits.
7. DEFAULT AND REMEDIES. If Lessee defaults in any payment or other
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obligation required under this Lease, and such default is not cured within
thirty (30) days after receipt from Lessor of notice of such default, the
Lessor may declare the aggregate balance of rent for the full term of this
Lease immediately due and payable and the Lessor shall have all remedies
made available to it at law and in equity.
8. ASSIGNMENT; QUITE ENJOYMENT. Lessor may with Lessee's consent, which
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consent will not be unreasonably withheld, assign this Lease and/or the
rentals due hereunder or sell or grant a security interest in the
Equipment. Provided Lessee is not in default hereunder, Lessee shall
quietly enjoy use of the Equipment subject to the terms and conditions of
this Lease.
WITHOUT LESSOR'S PRIOR WRITTEN CONSENT LESSEE SHALL NOT ASSIGN, TRANSFER,
PLEDGE, HYPOTHECATE, OR OTHERWISE DISPOSE OF THE EQUIPMENT OR ANY INTEREST
THEREIN, OR SUBLET OR LEND THE EQUIPMENT OR PERMIT IT TO BE USED BY ANYONE OTHER
THAN LESSEE OR LESSEE'S EMPLOYEES.
Provided Lessee is not in default hereunder or under any other lease or
agreement with Lessor, Lessee and Lessor shall use all reasonable efforts to
negotiate a purchase price for Lessee to purchase the Equipment (other than
Software licensed hereunder) in whole and not in part, and to license all
Software licensed hereunder (including appropriate new releases and updates
thereto) on an AS IS BASIS WHERE IS BASIS, WITH NO WARRANTIES, EXPRESS OR
IMPLIED, based on the depreciated fair market value of the Equipment and
Software licenses (and the estimated value of such new releases and updates) as
of the date this Agreement terminates.
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9. NOTICES. Service of all notices under this Lease shall be sufficient if
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given personally or mailed to the intended party at its respective address
set forth below, or at such other address as said party may provide in
writing from time to time. Any such notice mailed to the other party at the
following address shall be effective, upon mailing, duly addressed and with
postage prepaid, certified mail, return receipt requested:
LESSOR: InterVoice, Inc.
Chief Financial Officer
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
LESSEE: WorldQuest Networks, Inc.
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10. ACCEPTANCE. Lessor shall install the Equipment and Software at the
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locations of Lessee in the United States and as otherwise agreed to between
the parties. Lessee shall have thirty (30) days to test the Equipment and
Software following installation, and such Equipment and Software shall be
deemed accepted at the end of such thirty-day period unless Lessee has
notified Lessor in writing of specific material nonconformities to the
specifications set forth on Schedule A hereto, and any other specifications
mutually agreed to in writing after the date of this Agreement
(collectively, the "Specifications"), and Lessee has not deployed such
Equipment and Software into Production. If nonconformities to the
Specifications are reported on a timely basis, Lessor shall have up to
thirty (30) days to cure such nonconformities, and Lessee shall have up to
fifteen (15) days to notify Lessor in writing that any such reported
nonconformities are continuing, otherwise the Equipment and Software will
be deemed accepted.
11. PORT AVAILABILITY AND MONTHLY RENT. The monthly lease payment (the
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"Monthly Rent") for the Equipment is the amount equal to the greater of:
(a) 10% of the aggregate monthly Revenues recognized by Lessee for such
month; or (b) the Minimum Monthly Rent. On a case-by-case basis the parties
can mutually agree in writing and in advance, to a different method for
determining rent for all or part of the Equipment and Ports. If Lessor, in
its discretion, determines that the average actual usage of the leased
Equipment for any consecutive three (3) month period, excluding the three
(3) month period following the date of initial acceptance of the Equipment,
is less than 50% of the call capacity reasonably estimated by Lessor,
Lessor may reduce the number of Ports available to Lessee under this Lease
by requiring Lessee to return Equipment and Software such that the number
of Ports available to Lessee pursuant to this Lease will equal seventy-five
percent (75%) of Lessee's call capacity as reasonably estimated by Lessor.
In addition to Monthly Rent payments under this Agreement, Lessee will pay
Lessor a one-time installation fee, equal to $1,500.00. For purposes of
this Lease, the following terms have the meanings set forth below:
"Enhanced Services Business" means all services of any kind related to
the sale, lease and/or license of enhanced voice and/or call
processing telephone services (including the services discussed in the
Specifications) in connection with the use and/or operation of the
Equipment and Software.
"Minimum Monthly Rent" for any month means the amount which is equal
to total number of billable minutes charged by Lessee in connection
with its Enhanced Services Business for the month multiplied by $.02.
For purposes of this definition, any billable minutes which are
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processed in connection with the leased Equipment, but which are not
charged, shall be deemed billable minutes charged.
"Monthly Rent Per Port" for any month means the Monthly Rent for such
month divided by the number of Ports in Production as of the beginning
of such calendar month.
"Port" means a single digital or analog voice channel telephony input
to a T - span or E - span computer card or similar card included in
the Equipment.
"Production" means Equipment which is receiving and/or sending and
processing telephone calls in order to generate Revenue.
"Revenues" mean all revenues of any kind recognized by Lessee, net of
charge-backs, which directly or indirectly relate to its Enhanced
Services Business, including all revenues realized by Lessee for
billable minutes in connection with its Enhanced Services Business,
less all access charges paid by Lessee in connection with such
Enhanced Services Business to local exchange carriers, inter-exchange
carriers and internet service providers.
12. FINANCIAL STATEMENTS. Lessee represents that the income statements
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("Income Statements") and balance sheets prepared by Lessee (collectively,
the "Financial Statements") will (i) represent actual bona fide
transactions, (ii) be prepared from the books and records of Licensee in
conformance with generally accepted accounting principals consistently
applied and (iii) will accurately, completely and fairly present in all
material respects the financial position of the business of Licensee as of
the date thereof. An Income Statement shall be prepared for each calendar
quarter ending on the last day of March, June, September and December, and
Financial Statements shall be prepared for each calendar year. The
quarterly Income Statements should be delivered to Licensor within thirty
(30) days following the end of the calendar quarter, and the unaudited
annual Financial Statements should be delivered to Licensor within forty-
five (45) days following the end of the calendar year. Lessee will certify
that each set of quarterly and annual financial statements are true,
correct and complete.
13. PAYMENTS AND REPORTS. Lessee will pay the Monthly Rent for each month on
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or before the fifteenth day of the following month. Each payment of Monthly
Rent should be accompanied by a "Revenue Report", which shall set forth the
Revenues for the month and provide a reasonable summary of how such
Revenues were determined, including (a) the number of units of services
(including call minutes) sold, (b) the associated prices per unit (such as
the price per minute), and (c) the number of Ports in Production at the
beginning and end of the month. An officer of Lessee shall sign the Revenue
Report to certify that it is true, correct and complete. Lessee hereby
grants to Lessor's duly accredited representative the right to periodically
inspect and make copies of books of accounts and records pertaining to
Revenues during ordinary business hours, only for the purpose of (1)
verifying any Revenue Report or payment of Monthly Rent made under this
Lease, and/or (b) to obtain information as to Monthly Rent due and payable
in case of failure of Lessee to deliver a Revenue Report. Such inspections
shall be made no more often than semi-annually. If upon examination it is
agreed that Monthly Rent has been underpaid by 5% or more to Lessor by
Lessee, then the amount of such underpayment and all reasonable costs
associated with the examination shall be paid by Lessee within ten (10)
days following such agreement.
With respect to any Monthly Rent and/or other invoice due Lessor which is
not paid when due, Lessee shall pay Lessor interest from maturity date to
date of payment at an annual rate of ten percent (10%) on the unpaid
balance (or such lower rate as may be the maximum allowable by law),
together with Lessor's costs of collection (including reasonable attorney's
fees).
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14. INSTALLATION AND PORTS. Lessor will be responsible for installing the
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Equipment initially delivered hereunder at the Equipment locations mutually
agreed to by the parties. The Equipment initially delivered pursuant to
this Lease will include 400 Ports with ISDN primary rate network
connectivity (unless otherwise agreed to in writing after the date of this
Agreement, InterVoice is not providing any equipment or other
infrastructure necessary to provide voice over the internet). The parties
will mutually agree which types of Enhanced Services will be offered in
connection with the 400 Ports. Unless otherwise agreed to in writing, the
Enhanced Services which Lessor may offer through the Leased Equipment will
not include voice messaging or fax service. By mutual agreement of the
parties, additional "Equipment" can be leased to Licensee pursuant to this
Lease, subject to mutual agreement as to the functionality, installation
and implementation requirements and responsibilities for such additional
Equipment, in which case such Equipment and the Ports associated with such
Equipment shall be, unless otherwise specifically agreed to in writing,
subject to all the terms of this Lease applicable to Equipment and Ports
previously delivered pursuant to this Lease, including without limitation,
the provisions governing the determination and payment of Monthly Rent.
During the Term of this Agreement, Lessee, and any company or other entity
directly or indirectly controlled by Lessee or any officer of Lessee, will
not directly or indirectly purchase, license, lease or otherwise acquire
any voice processing and/or call processing software or equipment, other
than Equipment and/or Software acquired from Lessor pursuant to this
Agreement, for the purpose of directly or indirectly providing Enhanced
Services Business (including services discussed in the Specifications).
Without limiting the foregoing, during the term of this Agreement Lessee
agrees that with respect to any companies referred to Lessee by Lessor,
including Telcel Cellular, C.A., Lessee will only provide Enhanced Services
Business to such customer through the use and operation of Equipment leased
under this Agreement.
15. SOFTWARE LICENSES. Lessor grants to Lessee a non-exclusive license to use
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the Software only in the Equipment in which such Software is initially
installed and which is valid during the term of this Agreement. Lessee
acknowledges that the Equipment may incorporate components which ensure
that Software is only used with the Equipment in which it is initially
installed. All copies of the Software remain the property of Lessor or its
affiliates or suppliers. Lessee will not modify, reverse engineer,
decompile, disassemble, or derive source code from the Software. Lessee
shall not sublicense, assign, or otherwise transfer the Software or use it
for any other purpose or with other equipment without Lessor's consent.
16. PROPRIETARY RIGHTS. Except in connection with its authorized use with the
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Equipment, Lessee agrees that information (including Software) furnished it
by Lessor marked as confidential or proprietary will be accepted by Lessee
in confidence and will not be directly or indirectly used, published,
reproduced, disseminated or otherwise disclosed without the prior written
consent of Lessor. Upon Lessee's material breach of the terms of this Lease
Lessor may, without limiting other remedies which may be available to
Lessor, terminate the Software license at any time by written notice to
Lessee.
Lessor reserves all proprietary rights in all designs, engineering details
and other data pertaining to the Equipment and Software and to all
discoveries, inventions, patent rights, trade secrets, know-how and other
proprietary data arising out of work done in connection with designing,
manufacturing, servicing, installing, using and testing the Equipment and
Software, including the sole right to manufacture and market the Equipment
and Software. Lessee agrees to hold the Equipment and Software subject to
such reservations.
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17. WARRANTY. The Equipment and Software is warranted free from defects in
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design, material and workmanship for 12 months after the date of shipment.
After the warranty period, Lessor will provide remedial service and support
to correct any defects in design, material or workmanship during the
remaining term of this Agreement. Lessor's warranty and remedial service
and support obligations are contingent upon proper use and application of
the Equipment and Software in accordance with Specifications and does not
cover repair or replacement caused by: (i) failure to provide a suitable
environment prescribed by Lessor; (ii) neglect, accident, disaster
(including water, wind and lightning), transportation or vandalism; (iii)
alterations or modifications which are not approved by Lessor; (iv)
attachments, machines or accessories not provided by or approved by Lessor;
or (v) maintenance or repair not performed by Lessor. Lessor shall, at its
option, repair or replace any defective Equipment or Software reported to
Lessor during the warranty period and the term of this Agreement. Lessee
acknowledges that Lessor has not made any representation or warranty
(regarding the products and services which are the subject of this Lease)
which is not expressly set forth herein. EXCEPT AS SET FORTH HEREIN, LESSOR
DISCLAIMS ANY WARRANTY WITH RESPECT TO THE MERCHANTABILITY, DESIGN,
CONDITION, DURABILITY, PERFORMANCE, QUALITY, CAPACITY OR FITNESS FOR A
PARTICULAR PURPOSE OF SUCH SERVICES OR PRODUCTS. Lessee acknowledges and
agrees that the pricing of the products and services which are the subject
of this Lease reflects the intent of the parties to limit Lessor's
liability as provided herein. Accordingly, Lessee agrees to assume the
responsibility of insuring against or otherwise bearing the risk of greater
damages.
18. PATENT, COPYRIGHT AND TRADE SECRET INDEMNITY. Lessor will indemnify, hold
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harmless and defend Lessee at its own expense against any claim that any
Equipment or Software as provided by Lessor hereunder, exclusive of any
Software programs at any time specifically developed pursuant to customized
functional specifications for applications identified by Lessee, infringes
any United States copyright, patent or trade secret; provided that Lessee
promptly notifies Lessor of any such claim after receiving service of
process, provides all reasonable assistance to Lessor and allows Lessor to
control any resulting litigation and/or settlement negotiations. Lessor
shall have no obligation with respect to any such claim of infringement
based upon Lessee's modification of any Equipment or Software or their
combination, operation or use with apparatus, data or computer programs not
furnished by Lessor. If a claim of infringement described in this paragraph
does occur, or in Lessor's opinion is likely to occur, Lessee will permit
Lessor, at its option and expense, (i) to modify the Equipment or Software
so that it is no longer infringing while performing substantially the same
function, (ii) to obtain for Lessee the right to continue using the
Equipment or Software, or (iii) if (i) and (ii) are not reasonably
procurable, require Lessee to return the Equipment and Software in exchange
for a refund of Monthly Rent previously paid. Lessee will indemnify, hold
harmless and defend Lessor at its own expense against any claim of
copyright infringement based on a specification or script provided to
Lessor by Lessee. Notwithstanding any provision of this Lease to the
contrary, including without limitation, this Sectionl8, Lessor is not in
any way indemnifying or agreeing to defend Lessee with respect to
infringement of any claim or claims of United States Patent No. 4,706,275
(the "Aerotel Patent"), until after Lessee has obtained a valid and
enforceable license to practice the Aerotel Patent in connection with the
use and operation of all "debit card services" offered by Lessee (as
generally described in the Calling Card Services and Billing Methods
Sections of Lessor's IN*Control ESP Feature 5.5 document). The limitation
in the preceding sentence only applies to the use and operation of such
debit card services. Lessee represents that following execution of this
Agreement, in connection with any debit card services Lessee decides to
offer, it will promptly commence negotiations to enter into a valid and
enforceable license to practice the Aerotel Patent in connection with the
use and operation of all "debit card services" offered by Lessee; and if
such a license agreement is not executed and delivered on or before the
six-month anniversary of the commencement date of such negotiations, this
Agreement will terminate unless an officer of Lessee certifies in writing
that such debit card services
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have been terminated on or before such six-month anniversary date. The
parties acknowledge and agree that Licensee will not have any obligation to
negotiate or obtain a license to practice the Aerotel Patent until if and
when Lessee decides to provide debit card services. Lessee will indemnify,
hold harmless and defend Lessor at its own expense against any claim that
any Equipment or Software, and/or services provided in connection with the
Equipment and Software, infringes the Aerotel Patent.
THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF LESSOR, FOR
PATENT, COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR
CLAIMS OF INFRINGEMENT.
19. RECOVERY. In each instance in which Lessee seeks to recover damages from
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Lessor regardless of the legal theory upon which Lessee's claim is based
(whether contract, tort, strict liability or some other theory), Lessor
will only be liable for (1) bodily injury (including death) and damage to
real property and tangible personal property which Lessor is legally
prohibited from disclaiming or limiting and (2) the amount of any other
direct actual loss or damage arising from Lessor's performance or
nonperformance under this Lease, up to $100,000 ($25,000 for Software).
Under no circumstances will Lessor be liable for losses or damages
resulting from (i) third party claims against Lessee or claims by Lessee
based on third party claims (other than those referred to in Item 1 of this
Section or Section 18), (ii) loss of stored, transmitted or recorded data,
(iii) CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), INCIDENTAL DAMAGES OR
PUNITIVE DAMAGES, EVEN IF LESSOR IS INFORMED OF THEIR POSSIBILITY or (iv)
delays in delivery or by any event which is beyond Lessor's control. This
Section sets forth the maximum collective responsibility of Lessor, its
suppliers, subcontractors and other agents and all such parties are
intended beneficiaries of this Section.
20. GENERAL. This lease inures to the benefit of and is binding upon the
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heirs, legatees, personal representative, successors and assignees of the
parties hereto. Time is of the essence of this Lease. This Lease and all
Schedules attached hereto contain the entire agreement between Lessor and
Lessee, and no modification of this Lease shall be effective unless in
writing and executed by an executive officer of Lessor. In the event any
provision of this Lease should be unenforceable, then such provision shall
be deemed deleted, however, no other provision hereof shall be affected
thereby.
21. GOVERNING LAW. This Lease shall be governed by and interpreted in
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accordance with the laws of the State of Texas applicable to contracts to
be executed and performed entirely within such State. No action shall be
brought under this Lease more than one year after accrual of the cause of
action therefore.
22. COMPLIANCE WITH EXPORT REGULATIONS AND OTHER LAWS. Lessee shall comply
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with the rules and regulations under the United States Export
Administration Act, the United States Anti-Boycott provisions, and the
United States Foreign Corrupt Practices Act, as well as all of the
applicable United States federal, state and municipal statutes, rules and
regulations and all export regulations of any other applicable
jurisdiction, as the same may be amended from time to time.
Lessee acknowledges that it is familiar with and understands the provisions
of the United States Foreign Corrupt Practices Act of 1977 (the "Act") and
with respect to the Act neither Lessee, nor any officer, director,
employee, or agent of Lessee: (i) shall pay or be instructed to pay or give
(or agree to pay or give) anything of value, either directly or indirectly,
to an official of any government or any political party or to any person
who is at present, or who will be at any time during the term of this
Lease, an official, officer, a representative of any government, or a
candidate for political office for the purpose of influencing an act or
decision in such political party's or person's official capacity, or to do
or omit to do any act in violation of law, or inducing such party or person
to use their influence
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with the government, in order to assist Lessor in obtaining or retaining
business for or with, or directing business to, any person, or for any
other purpose whatsoever or (ii) shall use or be instructed to use any
compensation received from Lessor for any purpose, nor take any action,
which would constitute a violation of any law of the United States
(including the Act), Mexico, or any other applicable jurisdiction.
Lessee by execution below certifies that it will not transfer, directly or
indirectly, any Equipment and/or Software, or technical information
received from Lessor or any copies thereof, or any product produced from
such technical information, to any of the countries contained within the
country groups for which special export or re-export approval is required
under United States Government Regulation 15 C.F.R. Section 379.4(f)(1).
23. ENTIRE AGREEMENT AND ASSIGNMENT. This Lease is the entire agreement,
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supersedes any prior purchase order or correspondence and may not be
changed, modified or canceled except in a written document signed by both
parties. The obligations of Sections 13, 17, 18, 19, 20, 22 and 23 shall
survive the termination of this Lease. If any provision or provisions of
this Lease are held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions will not be
affected or impaired thereby. To protect the parties' proprietary rights,
neither this Lease nor any rights under it may be assigned without the
other party's prior written consent.
LESSOR: LESSEE:
INTERVOICE, INC. WORLDQUEST NETWORKS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: [SIGNATURE ILLEGIBLE]
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name:
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Title: CEO Title:
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Date: 6/10/98 Date:
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