Reciprocal Telecommunications Services Agreement - Teleglobe USA INc. and IDX International Inc.
RECIPROCAL TELECOMMUNICATIONS SERVICES AGREEMENT
[VTS INTERNATIONAL TERMINATION]
THIS TELECOMMUNICATIONS SERVICES AGREEMENT ("Agreement") is entered into on June
23, 1998 (the "Effective Date"), between:
TELEGLOBE USA INC., a Delaware corporation having a business address at 1751
Pinnacle Drive, McLean, Virginia 22102 (hereinafter "Teleglobe"); and
IDX INTERNATIONAL, INC., a Virginia corporation having a business address at
12015 Lee Jackson Highway, Fairfax, Virginia 22033 (hereinafter "IDX");
and with Teleglobe, collectively referred to as the "Parties" and individually,
a "Party".
W I T N E S S E T H:
WHEREAS, Teleglobe and IDX are providers of international telecommunications
services; and
WHEREAS, IDX desires to purchase certain telecommunications services provided by
Teleglobe and Teleglobe desires to purchase certain telecommunications services
provided by IDX all as more fully described herein on the terms and conditions
contained herein;
NOW THEREFORE, the Parties, in consideration of the mutual covenants and
agreements hereinafter set forth, agree as follows:
1. DESCRIPTION OF SERVICES
1.1 Teleglobe, either directly or through its authorized affiliates or
underlying carriers, shall provide those telecommunications switching
services and facilities to IDX to route IDX's international
telecommunications traffic to and from various destinations around the
world, as more particularly described in Annex 1-A attached hereto (the
"Teleglobe Services"). IDX shall provide those telecommunications switching
services and facilities to Teleglobe to route Teleglobe's international
telecommunications traffic to and from various destinations around the
world as more particularly described in Annex 1-B attached hereto (the "IDX
Services"). Where applicable, the Teleglobe Services and the IDX Services
shall be hereinafter jointly referred to as the "Services". Additional
services may be added from time to time to this Agreement upon terms and
conditions to be mutually agreed upon by the Parties and to be included by
adding an amended Annex 1 to this Agreement.
1.2 The destinations offered by Teleglobe for the provision of the Teleglobe
Services are listed in Annex 2-A attached hereto (the "Teleglobe
Destinations"), which Destinations may be amended from time to time by
Teleglobe by providing IDX with seven (7) days prior written notice. The
destinations offered by IDX for the provision of the IDX Services are
listed in Annex 2-B attached hereto (the "IDX Destinations"), which
Destinations may be amended from time to time by IDX by providing Teleglobe
with seven (7) days prior written notice. Where applicable, the Teleglobe
Destinations and the IDX Destinations are hereinafter jointly referred to
as the "Destinations".
2. TERM
2.1 This Agreement shall commence on the Effective Date and shall continue for
an initial term ("Term") of one (1) year. Thereafter this Agreement shall
remain in effect unless terminated by either Party by providing a written
six (6) months notice of termination to the other Party.
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2.2 The Parties shall endeavor to provide the Teleglobe Services and IDX
Services on the respective dates of completion of testing (the "Service
Date"), and each Party shall notify the other Party when such testing for
its respective service is completed.
3. VOLUME COMMITMENT
As of the Service Date, IDX shall send annually to the Destinations, via
Teleglobe's facilities, the minimum volume of minutes of traffic, if any,
set forth in Annex 2-A.
4. OPERATIONAL AND COMMERCIAL MATTERS
4.1 The point of interconnection with IDX for the provision of Teleglobe
Services by Teleglobe and the provision of IDX services by IDX shall be at
60 Hudson, Room 1206, New York, New York (the "lnterconnection Location").
IDX shall be responsible to procure, at its own expense, the necessary
facilities or equipment required to deliver IDX traffic to Teleglobe's
facilities at 60 Hudson. Teleglobe shall be responsible to procure, at its
own expense, the necessary facilities or equipment required to deliver
Teleglobe traffic to IDX's facilities at 60 Hudson.
4.2 The Parties shall coordinate the management of their respective system
facilities, with each Party being responsible for providing and operating,
at its own expense, its respective network facilities. The Parties also
shall interface on a 24 hours/7 days a week basis to assist each other with
the isolation and repair of any facility faults in their respective
networks, and with the identification, investigation and mitigation of real
time traffic flow problems to/from any service destination.
4.3 The Parties shall exchange prompt and accurate traffic forecasting
information in order to allow the efficient provisioning of the Services.
Initial forecasts shall be provided by each party prior to the Services
Date and periodically thereafter as may be reasonably requested by either
party. Such forecasts shall be in a form satisfactory to the Parties and
shall specify the traffic volumes, daily and seasonal profiles and peak
periods for each Destination.
4.4 Teleglobe reserves the right to cancel and/or temporarily suspend any or
all of the Teleglobe Services if IDX engages in activities which, in the
reasonable opinion of Teleglobe, may cause disruption or damage to
Teleglobe's network of facilities. Teleglobe shall use commercially
reasonable efforts to provide IDX with advance notice of such suspension
and or cancellation and in any case shall endeavor to provide written
confirmation of such suspension and or cancellation within a commercially
reasonable time thereafter.
5. PRICING AND BILLING
5.1 For the Teleglobe Services provided pursuant to this Agreement, IDX shall
pay Teleglobe the rates (the "Rates") by Teleglobe Destination set forth in
Annex 2-A attached hereto which Rates may be adjusted by Teleglobe from
time to time by providing seven (7) days prior written notice to IDX. For
the IDX Services provided pursuant to this Agreement Teleglobe shall pay
IDX the rates (the "IDX Rates") by IDX Destination set forth in Annex 2-B
attached hereto which IDX Rates may be adjusted by IDX from time to time by
providing seven (7) days prior written notice to Teleglobe. The Teleglobe
Rates and the IDX Rates shall hereinafter be jointly referred to as the
"Rates".
5.2 As soon as practicable after the end of each month, the Parties shall
submit invoices to each other on a monthly basis for their respective
services provided hereunder. Such invoices shall be based on the chargeable
duration of the calls routed pursuant to this Agreement. The invoice will
include traffic by destination, tariffs by destination and total
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amount due. For purposes of this Agreement, Teleglobe Services chargeable
calls shall begin when Teleglobe receives answer supervision, and IDX
Services chargeable calls shall begin when IDX receives answer supervision.
5.3 All amounts due hereunder by either party shall be payable to the provider
of services in U.S. Dollars in immediately available funds within fifteen
(15) days of the date of invoice. If either party in good faith disputes
any invoiced amount, it shall submit to the invoicing party within sixty
(60) days following receipt of such disputed invoice, written documentation
identifying the minutes and/or rates which are in dispute. The Parties
shall investigate the matter and upon mutual agreement a credit against
future invoices may be issued by the invoicing party. Any amounts due
hereunder that are not paid when due shall accrue interest at the rate of
one and one-half percent (1.5%) per month, compounded daily, beginning with
the day following the date on which payment was due, and continuing until
paid in full. The Parties may, subject to their mutual agreement in
writing, offset amounts owing hereunder.
5.4 Either party may at any time require the other party hereto to issue a
deposit, irrevocable letter of credit or other form of security acceptable
to such party if the other party's financial circumstances or payment
history is or becomes unacceptable to such party based upon reasonable
supporting evidence.
5.5 All Rates and other charges due hereunder are exclusive of all applicable
taxes, including value added tax, sales taxes, and duties or levies imposed
by any authority, government or government agency, all of which shall be
paid promptly when due by the party purchasing services hereunder.
6. TERMINATION
6.1 In addition to any other rights at law or in equity, either party may
terminate this Agreement immediately in the event that the other party (i)
fails to make any payment when due hereunder; (ii) becomes insolvent or
bankrupt or ceases paying its debts generally as they mature; or (iii)
commits a breach of any of the terms of this Agreement (other than a breach
of a payment obligation as addressed in (I) above) and fails to remedy such
breach within thirty (30) days after receipt of written notice thereof from
the non-breaching party.
6.2 In the event of any termination pursuant to this Article 6, both Parties
shall pay the applicable Rates for any Services rendered through and
including the date of termination as well as any amounts due on account of
any minimum volume commitment obligations and Shortfall charges, if any,
arising pursuant to Annex 2-A.
7. LIMITATION OF LIABILITY
7.1 The Parties recognize that neither party has control over how a foreign
administration or third party carrier establishes its own rules and
conditions pertaining to international telecommunications services. The
Parties agree that neither party shall be liable for any loss or damage
sustained by the other party hereto, its interconnecting carriers or its
end users due to any failure in or breakdown of the communication
facilities associated with providing services hereunder, for any
interruption or degradation of such services whatsoever shall be the cause
or duration thereof.
7.2 In no event shall either Party be liable to the other for consequential,
special or indirect losses or damages howsoever arising and whether under
contract, tort or otherwise (including, without limitation, third party
claims, loss of profits, loss of customers, or damage to reputation or
goodwill).
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8. ASSIGNMENT
This Agreement is personal to the Parties hereto and may not be assigned or
transferred by either Party without the prior written consent of the other
Party which will not be unreasonably withheld or delayed; except that
Teleglobe may assign this Agreement without consent to any affiliated
entity or successor in interest whether by merger, reorganization, or
transfer of all or substantially all of its assets or otherwise.
9. FORCE MAJEURE
No failure or omission by either Party to carry out or observe any of the
terms and conditions of this Agreement (other than any payment obligation)
shall give rise to any claim against such Party or be deemed a breach of
this Agreement if such failure or omission arises from an act of God, an
act of Government, or any other circumstance commonly known as force
majeure.
10. CONFIDENTIALITY
10.1 For a period of two (2) years from the date of disclosure thereof, each
Party shall maintain the confidentiality of all information or data of any
nature ("Information") provided to it by the other Party hereto provided
such Information contains a conspicuous marking identifying it as
"Confidential" or "Proprietary". Each Party shall use the same efforts (but
in no case less than reasonable efforts) to protect the Information it
receives hereunder as it accords to its own Information. The above
requirements shall not apply to Information which is already in the
possession of the receiving Party through no breach of an obligation of
confidentiality to the disclosing Party or any third Party, is already
publicly available through no breach of this Article 10, or has been
previously independently developed by the receiving Party. This Agreement
shall not prevent any disclosure of Information pursuant to applicable law
or regulation, provided that prior to making such disclosure, the receiving
Party shall use reasonable efforts to notify the disclosing Party of this
required disclosure. All Information provided by any Party to the other
hereunder shall be used solely for the purpose for which it is supplied.
10.2 Without the prior written consent of the other Party hereto, neither Party
shall (i) refer to itself as an authorized representative of the other
Party hereto in promotional, advertising, or other materials, (ii) use the
other Party's Iogos, trade marks, service marks, or any variations thereof
in any of its promotional, advertising, or other materials, or (iii)
release any public announcements referring to the other Party or this
Agreement without first having obtained such Party's prior written consent.
11. NOTICE
11.1 All notices, requests, or other communications hereunder shall be in
writing, addressed to the parties as follows:
If to IDX: IDX International, Inc.
12015 Lee Jackson Highway
Fairfax, Virginia 22033
Attention: Jeff Gee, Executive Vice President
Facsimile: (703) 385-9134
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If to Teleglobe: Teleglobe USA Inc.
1751 Pinnacle Drive, Suite 1600
McLean, Virginia 22102
Attention: Vice President, General Manager
Facsimile: (703) 714-6653
11.2 Notices mailed by registered or certified mail shall be conclusively deemed
to have been received by the addressee on the fifth business day following
the mailing of sending thereof. Notices sent by telex or facsimile shall be
conclusively deemed to have been received when the delivery confirmation is
received. If either Party wishes to alter the address to which
communications to it are sent, it may do so by providing the new address in
writing to the other Party.
12. COMPLIANCE WITH LAWS
12.1 The Parties shall not use the Services in any manner or for any purpose
which constitutes a violation of applicable laws or the laws of any foreign
jurisdiction in which the Services are being provided. This Agreement and
the continuance hereof by the Parties is contingent upon the obtaining and
the continuance of such approvals, consents, governmental and regulatory
authorizations, licenses and permits as may be required or deemed necessary
by the Parties, and the Parties shall use commercially reasonable efforts
obtain and continue same in full force and effect. IDX further agrees to
refrain from engaging in sales, advertising or marketing within or outside
of the United States which Teleglobe believes could impair its or its
affiliates' relationship with any overseas authority or carrier.
12.2 The Parties acknowledge that this Agreement is subject to Section 211 of
the Communications Act, as amended, and shall govern Teleglobe's provision
of the Teleglobe Services to IDX. The Parties also understand and agree
that the terms and conditions hereof shall, in all cases, supersede any
terms set forth in any Teleglobe tariff on file and then in effect with the
Federal Communications Commission.
12.3 This Agreement and the continuance hereof by the Parties is contingent upon
the obtaining and the continuance of such approvals, consents, governmental
and regulatory authorizations, licenses and permits as may be required or
deemed necessary by the Parties, and the Parties shall use commercially
reasonable efforts obtain and continue same in full force and effect.
13. MISCELLANEOUS
13.1 Any Article or any other provision of this Agreement which is or becomes
illegal, invalid or unenforceable shall be severed herefrom and shall be
ineffective to the extent of such illegality, invalidity or
unenforceability and shall not affect or impair the remaining provisions
hereof, which provisions shall be severed from any illegal, invalid or
unenforceable Article or any other provision of this Agreement and shall
otherwise remain in full force and effect.
13.2 No waiver by either Party to any provisions of this Agreement shall be
binding unless made in writing, any such waiver shall relate only to such
specific matter, non-compliance or breach to which it relates to and shall
not apply to any subsequent matter, non-compliance or breach.
13.3 The relationship between the Parties shall not be that of partners, and
nothing herein contained shall be deemed to constitute a partnership
between them or a merger of their assets or their fiscal or other
liabilities or undertakings. Neither Party shall have the right to
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bind the other Party, except as expressly provided for herein.
13.4 This Agreement shall be governed by the laws of the Commonwealth of
Virginia, without reference to its principles of conflict of laws. IDX
irrevocably consents and submits to personal jurisdiction in the courts of
the Commonwealth of Virginia for all matters arising under this Agreement.
13.5 This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original.
13.6 This Agreement, including the following Annexes:
Annex 1-A Teleglobe Services
Annex 1-B IDX Services
Annex 2-A Teleglobe Destinations and Rates
Annex 2-B IDX Destinations and Rates
represents the entire understanding between the Parties in relation to the
matters herein and supersedes all previous agreements made between the
Parties, whether oral or written. This Agreement may only be modified by a
writing signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate,
or caused this Agreement to be executed in duplicate by a duly authorized
officer, as of the date first above written.
TELEGLOBE USA-INC. IDX INTERNATIONAL, INC.
By: /s/ John Cole II By: /s/ Jeffey J. Gee
---------------------------------- ---------------------------------------
Name: John Cole II Name: Jeffey J. Gee
---------------------------------- ---------------------------------------
Title: PRESIDENT Title: EXECUTIVE VICE PRESIDENT
---------------------------------- ---------------------------------------
APPROVED
TELEGLOBE
Law Department
?? for 6/24/98
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ANNEX 1-A
TELEGLOBE SERVICES
1. International Direct Distance Dialing (IDDD) -- Teleglobe will connect
facilities to route international telecommunications traffic (IDDD type)
and will arrange with authorized international carriers to provide service
to various destinations around the world.
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ANNEX 1-B
IDX SERVICES
1. International Direct Distance Dialing (IDDD) -- IDX will connect facilities
to route international telecommunications traffic (IDDD type) and will
arrange with authorized international carriers to provide service to
various destinations around the world.
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ANNEX 2-A ,
TELEGLOBE DESTINATIONS AND RATES
1.0 DESTINATIONS AND RATES
Destination Price Effective Date
----------- ----- --------------
(US$)
2.0 MINIMUM VOLUME COMMITMENT
NONE
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ANNEX 2
DESTINATIONS AND SERVICE PRICING
IMTS RATES PER MINUTE IN US DOLLARS FOR
IDX INTERNATIONAL INC.
DESTINATIONS COUNTRY CODES RATES
------------ ------------- -------
Albania 355 $0.3000
Algeria 213 $0.3400
American Samoa 684 $0.4600
Andorra 376 $0.3100
Angola 244 $0.4900
Anguilla 809497 $0,4400
Antarctica 0 $0.2900
Antigua & Barbuda 809460 $0.4300
Argentina 54 $0.4300
Argentina - Buenos Aires 541 $0.4700
Armenia 374 $0.5200
Aruba 297 $0.3500
Ascension Island 247 $0.6200
Australia 61 $0,0950
Austria 43 $0.1550
Azerbaijan 994 $0.3375
Bahamas 809321 $0.2175
Bahrain 973 $0.6200
Bangladesh 880 $0.8100
Barbados 809228 $0.4700
Belarus 375 $0.3400
Belgium 32 $0.1350
Belize 501 $0.6400
Benin 229 $0.5500
Bermuda 809231 $0.2250
Bhutan 975 $0,6400
Bosnia-Hercegovina 387 $0.3800
Botswana 267 $0.4400
Brazil 55 $0.4000
Brazil (Mobile) $0.4000
Brazil (Rio De Janeiro 5521 $0.4000
Brazil (Sao Paolo) 5511 $0.4000
British Virgin Islands 809275 $0.3150
Bulgaria 359 $0.2800
Burkina Faso 226 $0.5500
Burundi 257 $0.5400
Cambodia 855 $0.7700
Cameroon 237 $0.6000
Canada (Rest of) $0.0700
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Agreement between TELEGLOBE Effective 6/19/98 Updated 6/19/98 6/19/98
and IDX International Inc. TELEGLOBE_____, IDX International Inc. _JG_ Page 1 of 7
Confidential and Proprietary
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ANNEX 2
DESTINATIONS AND SERVICE PRICING
IMTS RATES PER MINUTE IN US DOLLARS FOR
IDX INTERNATIONAL INC.
DESTINATIONS COUNTRY CODES RATES
------------ ------------- -----
Canada - Codes 416,514,905 $0.0500
Canary Isl 34 $0.2800
Cape Verde 238 $0.4900
Cayman Islands 809945 $0.3300
Central African Republic 236 $0.7800
Chad 235 $0.9400
Chile 56 $0.2500
China 86 $0.4800
Christmas Islands 672 $0.3100
Cocos Islands $0.2500
Colombia 57 $0.4600
Colombia (Bogota) 571 $0.3800
Colombia -Cali 5723 $0.4500
Colombia - Medallin 574 $0.3700
Comoros 269 $0.7000
Congo 242 $0.6200
Cook Islands 682 $0.8800
Costa Rica 506 $0.3900
Croatia 385 $0.2800
Cuba 53 $0.5300
Cuba - Guantanamo 53 $0.5300
Cyprus 357 $0.2900
Czech Republic 42 $0.2600
Denmark 45 $0.1100
Diego Garcia 246 $0.6500
Djibouti 253 $0.6400
Dominica 596 $0.5300
Dominican Republic 809220 $0.2450
Ecuador 593 $0.5000
Egypt 20 $0.6200
El Salvador 503 $0,4000
Equatorial Guinea 240 $0.8100
Eritrea 297 $0.9100
Estonia 372 $0.2900
Ethiopia 251 $0.8200
Falkland Islands 500 $0.5000
Faroe Islands 298 $0.2900
Fiji 679 $0.7000
Finland 358 $0.1500
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Agreement between TELEGLOBE Effective 6/19/98 Updated 6/19/98 6/19/98
and IDX International Inc. TELEGLOBE____, IDX International Inc. _JG_ Page 2 of 7
Confidential and Proprietary
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ANNEX 2
DESTINATIONS AND SERVICE PRICING
IMTS RATES PER MINUTE IN US DOLLARS FOR
IDX INTERNATIONAL INC.
DESTINATIONS COUNTRY CODES RATES
------------ ------------- -----
France 33 $0.1350
France - Paris 331 $0.1350
French Guiana 594 $0.4200
French Polynesia 689 $0.6000
Gabon 241 $0.5800
Gambia 220 $0.4100
Georgia 995 $0.6000
Germany 49 $0.0800
Germany - Frankfurt 4969 $0.0800
Germany - Mobile $0.1400
Ghana 233 $0.4800
Gibraltar 350 $0.3500
Greece 30 $0.3150
Greenland 299 $0.4400
Grenada 809440 $0.5200
Guadeloupe 809 $0.3500
Guam 671 $0.1200
Guatemala 502 $0.4750
Guinea 224 $0.4800
Guinea Bissau 245 $0.8800
Guyana 592 $0.6200
Haiti 509 $0.5000
Honduras 504 $0.4400
Hong Kong 852 $0.2100
Hungary 36 $0.2200
Iceland 354 $0.2250
India 86 $0.6800
India - Madras 8644 $0.6550
India - New Delhi 8611 $0.6400
Indonesia 62 $0.5100
Inmarsat A AOR 0 $6.5000
Iran 98 $0.6900
Iraq 964 $0.8600
Ireland 353 $0.1050
Ireland - Dublin 3531 $0.0900
Israel 972 $0.1900
Italy 39 $0.1450
Italy - Milan 392 $0,1450
Italy - Mobile $0.2000
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Agreement between TELEGLOBE Effective 6/19/98 Updated 6/19/98 6/19/98
and IDX International Inc. TELEGLOBE____, IDX International Inc. _JG_ Page 3 of 7
Confidential and Proprietary
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ANNEX 2
DESTINATIONS AND SERVICE PRICING
IMTS RATES PER MINUTE IN US DOLLARS FOR
IDX INTERNATIONAL INC.
DESTINATIONS COUNTRY CODES RATES
------------ ------------- -----
Italy - Rome 396 $0.1450
Ivory Coast 225 $0.7700
Jamaica 809287 $0.5500
Japan 81 $0.2000
Japan (Tokyo) 813 $0.2000
Jordan 962 $0.5700
Kazakhstan 7 $0.5300
Kenya 254 $0.6300
Kiribati 686 $0.7300
Kuwait 965 $0.6900
Kyrghyzstan 7 $0.5400
Laos 856 $0,7200
Latvia 371 $0.3000
Lebanon 961 $0.6000
Lesotho 266 $0,4200
Liberia 231 $0.4600
Libya 218 $0.3200
Lithuania 370 $0.3600
Luxembourg 352 $0.1700
Macau 853 $0.4200
Macedonia 389 $0.4200
Madagascar 261 $0.6800
Malawi 265 $0.3800
Malaysia 60 $0.2675
Maldives 960 $0.6500
Mali 223 $0.7300
Malta 356 $0.2700
Mariana Islands 0 $0.4600
Marshall Islands 692 $0.4350
Martinique 809 $0.4100
Mauritania 222 $0.5000
Mauritius Island 230 $0.5800
Mayotte 269 $0.4800
Mexico (Off-Peak) 52 $0.3000
Mexico (Peak) 52 $0.3000
Mexico - Guadalajara 523 $0.2700
Mexico - Mexico City 525 $0.2800
Mexico - Monterrey 5283 $0.2700
Micronesia 691 $0.7000
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Agreement between TELEGLOBE Effective 6/19/98 Updated 6/19/98 6/19/98
and IDX International Inc. TELEGLOBE____, IDX International Inc. _JG_ Page 4 of 7
Confidential and Proprietary
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ANNEX 2
DESTINATIONS AND SERVICE PRICING
IMTS RATES PER MINUTE IN US DOLLARS FOR
IDX INTERNATIONAL INC.
DESTINATIONS COUNTRY CODES RATES
------------ ------------- -----
Monaco 33 $0.1900
Mongolia 976 $0.9000
Montserrat 809491 $0.5500
Morocco 212 $0.4200
Mozambique 258 $0.5000
Myanmar (Burma) 95 $0.9100
Namibia 264 $0.4600
Nauru 674 $0.7200
Negara (Brunei) 673 $0.4500
Nepal 977 $0.7600
Netherland Antilles 599 $0.3000
Netherlands 31 $0.1400
New Caledonia 687 $0.5900
New Zealand 64 $0.1700
Nicaragua 505 $0.5400
Niger 227 $0.5600
Nigeria 234 $0.6500
Niue 683 $0.9300
Norfolk Island 672 $0.5400
North Korea 850 $0.7900
Norway 47 $0.1600
Oman 968 $0.7050
Pakistan (Off-Peak) 92 $0.7200
Pakistan (Peak) 92 $0.8000
Palau 680 $0.6600
Panama 507 $0.5400
Papua New Guinea 675 $0.4300
Paraguay 595 $0.5900
Peru 51 $0.5400
Philippines 63 $0.3200
Poland 48 $0.2500
Portugal 351 $0.3000
Puerto Rico 809 $0.1420
Qatar 974 $0.7150
Reunion Island 262 $0.4800
Romania 40 $0.4100
Russia 7 $0.3500
Russia - Moscow 7 $0.3500
Russia - Overlay $1.1100
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Agreement between TELEGLOBE Effective 6/19/98 Updated 6/19/98 6/19/98
and IDX International Inc. TELEGLOBE____, IDX International Inc. _JG_ Page 5 of 7
Confidential and Proprietary
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ANNEX 2
DESTINATIONS AND SERVICE PRICING
IMTS RATES PER MINUTE IN US DOLLARS FOR
IDX INTERNATIONAL INC.
DESTINATIONS COUNTRY CODES RATES
------------ ------------- -----
Russia - St. Petersburg 7812 $0.3500
Rwanda 250 $0.8100
San Marino 378 $0.4100
Sao Tome & Principe 239 $0.9050
Saudi Arabia 966 $0.6900
Senegal 221 $0.8500
Serbia 381 $0.4050
Seychelles 248 $0.7300
Sierra Leone 232 $0.6800
Singapore 65 $0.3200
Slovakia 42 $0.2500
Slovenia 386 $0.2250
Soloman Islands 677 $0.7000
Somalia 252 $0.8500
South Africa 27 $0.4600
South Korea 82 $0.3000
Spain 34 $0.2500
Spain - Barcelona 343 $0.2200
Spain - Madrid 341 $0.2200
Sri Lanka 94 $0.7400
St. Helena 290 $0.6600
St. Kitts & Nevis 590 $0.4300
St. Lucia 809450 $0.5100
St. Pierre & Miquelon 508 $0.2800
St. Vincent & Grenadines 809456 $0.5900
Sudan 249 $0.4000
Suriname 597 $0.8300
Swaziland 268 $0.2000
Sweden 46 $0.0950
Switzerland 41 $0.1550
Syria 963 $0.5200
Taiwan 886 $0.3900
Tajikistan 7 $0.4300
Tanzania 255 $0.4800
Thailand 66 $0.4900
Togo 228 $0.6500
Tonga 676 $0.8100
Trinidad & Tobago 809622 $0.5550
Tunisia 216 $0.3700
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Agreement between TELEGLOBE Effective 6/19/98 Updated 6/19/98 6/19/98
and IDX International Inc. TELEGLOBE____, IDX International Inc. _JG_ Page 6 of 7
Confidential and Proprietary
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ANNEX 2
DESTINATIONS AND SERVICE PRICING
IMTS RATES PER MINUTE IN US DOLLARS FOR
IDX INTERNATIONAL INC.
DESTINATIONS COUNTRY CODES RATES
------------ ------------- -----
Turkey 90 $0.3850
Turkmenistan 7 $0.6800
Turks & Caicos Islands 809941 $0.4400
Tuvalu 688 $0.6900
Uganda 256 $0.4300
Ukraine 380 $0.3800
United Arab Emirates 971 $0.5400
United Kingdom 44 $0.0400
United Kingdom - Mobil $0.1200
Uruguay 598 $0.5800
US Virgin Isl 809 $0.0800
USA - Contiguous $0.0500
Uzbekistan 7 $0.5600
Vanuatu 678 $0.6800
Venezuela 58 $0.3550
Vietnam 84 $0.8350
Wallis & Futuna 681 $0.3800
Western Samoa 685 $0.5800
Yemen 967 $0.6400
Zaire 243 $0.5800
Zambia 260 $0.6100
Zimbabwe 263 $0.3600
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Agreement between TELEGLOBE Effective 6/19/98 Updated 6/19/98 6/19/98
and IDX International Inc. TELEGLOBE____, IDX International Inc. _JG_ Page 7 of 7
Confidential and Proprietary