ROUTE SERVICE AGREEMENT
THIS AGREEMENT is made and entered into as of this 1st day of February,
1997, by and between INTELLIPHONE, INC., a Minnesota corporation, with offices
at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Company"), and
COMPUTER ASSISTED TECHNOLOGIES, INC., a Wisconsin corporation, with offices at
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("CAT").
WHEREAS, the Company and CAT separately engage in providing private
payphone services in various locations in Minnesota and Wisconsin;
WHEREAS, CAT seeks to engage the Company to provide various services in
connection with the operation of its business while it seeks the approval of the
Minnesota and Wisconsin Public Utilities Commissions to transfer its assets to
the Company; and
WHEREAS, the Company is willing to provide such services in accordance with
the terms and conditions hereof.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
do covenant and agree as follows:
1) DUTIES. Commencing on or about February 3, 1997, the Company shall
provide to CAT all services which are reasonably necessary to ensure
the proper functioning of CAT's payphones located at various sites in
Minnesota and Wisconsin including, without limiting the foregoing,
daily monitoring, coin collection, maintenance and service, long
distance processing, and the payment of all bills, including payphone
line charges, long distance charges and site provider rents. The
Company will deposit all coins collected into its own account and
receive all commission checks for operator service, long distance and
dial-around compensation (less the January 1997 portion thereof). The
Company shall further install all telephones to be installed pursuant
to agreements executed by CAT. During the term of this Agreement, CAT
shall pay all of its state, federal and local income taxes after
application of any tax offsets available to it, and it shall be
responsible for the cost of preparing said tax returns, including all
accounting fees. CAT shall also remain liable for and shall pay when
due all obligations arising during the term of this Agreement from
payments and/or commissions due to site providers under any "Pay
Telephone Agreements," "Customer Service Agreements" and "Site
Agreements" to which it is a party, and shall further pay all
telephone bills and the cost of long distance or other telephone
service charges calculated through January 1, 1997.
2) COMPENSATION. The Company will pay CAT (a) $30,900 on the last day of
February and March 1997, and (b) $35,300 on the last day of April 1997
and of each month thereafter during the term of this Agreement;
provided, however, that such payment
shall be reduced by any amount the equipment leasing companies of
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and TeleCapital receive directly from the commissions
that would otherwise be remitted by long distance providers,
including, but not limited to, Intellicall and Opticom. Any income
generated from CAT's pay telephones each month which remains after
such fees have been paid to CAT shall belong to the Company.
3) TERM OF AGREEMENT. This Agreement will commence on or about February
1, 1997, and continue thereafter unless earlier terminated by mutual
consent of the parties or the closing of an agreement by which CAT
shall transfer its assets to the Company.
4) FURTHER ASSURANCES. The parties hereto agree to take such further
actions, including the execution and delivery of documents and
certificates, as may be necessary, in order to more fully accomplish
the purposes and intent of this Agreement.
5) PUBLIC DISCLOSURE. Unless otherwise compelled by legal process,
neither CAT nor the Company shall disclose the existence of this
Agreement or its terms without the prior written consent of the party,
which consent shall not be unreasonably withheld.
6) NOTICES. Any notice required or permitted under this Agreement shall
be in writing and delivered by hand or U.S. mail and addressed to the
party at their respective address as set forth above.
7) BINDING EFFECT. The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their
respective successors or assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
INTELLIPHONE, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇, Vice President and Chief
Financial Officer
COMPUTER ASSISTED TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇, President