Prepared by MerrillDirect













 











Exhibit 10.1


INTERIM


JOINT VENTURE AGREEMENT


 


by and between


 


DECISIONLINK, INC.


 


and


 


INEPAR
TELECOMUNICAÇÕES S.A.


 


 


Dated as of March 9, 2001


 













INTERIM JOINT VENTURE AGREEMENT


             THIS
INTERIM JOINT VENTURE AGREEMENT (this “Agreement”) dated as of March 8,
2001 is made by and between Inepar
Telecomunicacoes S.A., a company existing under
the laws of the Country of Brazil, with its headquarters in Curitiba, Brazil  ("Inepar"); and DecisionLink,
Inc., a company existing under the laws of the State of Delaware,
United States of America, with its headquarters in Dallas, Texas, USA
(“DecisionLink”).  Each of INEPAR and
DECISIONLINK is referred to herein individually as a “Shareholder” or a
“Party” and both INEPAR and DECISIONLINK are referred to herein collectively
as “Shareholders” or “Parties”.


W I T N E S S E T H


             WHEREAS,
Inepar and DecisionLink want to combine their technologies, licenses, marketing
and markets, communication networks, and general business skills to market
services and products related to fixed and mobile asset monitoring systems and
satellite voice communication in specified areas and with specific product
lines.


             WHEREAS, Inepar and DecisionLink wish to
form a new limited liability company incorporated in Delaware, USA to be called
Inepar DecisionLink Corp. (“IDL” or “the Company”) and to be headquartered in
Dallas, Texas, USA.


             WHEREAS,
the parties also intend to form a wholly owned subsidiary of IDL in Brazil to
carry on IDL’s business in South America.


             WHEREAS,
the Parties consider it mutually beneficial to enter into this Interim
Agreement and the Operational Agreements referred to herein; and


             WHEREAS, the
Parties agree to replace this Interim Agreement within 60 days of the date
hereof with a final and more comprehensive agreement referred to as the
Definitive Agreement (“Definitive Agreement”).


             NOW,
THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein and intending to be legally bound
hereby, the Parties agree as follows:


 


ARTICLE I – FORMATION OF THE COMPANY


1.01      Incorporation of IDL


             DecisionLink, represented by its president David S.
Peachey and a director Peter J. Lagergren, have incorporated the company IDL,
as a limited liability company under the laws of the State of Delaware, USA,
with an authorized capital of 10,000,000 common shares.





1.02      Ownership of IDL and Assignment


             The Parties agree that the initial ownership of IDL
shall be on an equal basis with each of the parties holding 50% of the issued
shares.  Both parties agree that either
party shall be permitted to assign the rights under this agreement to an
affiliate company prior to execution of the Definitive Agreement.


1.03      Transfer of Interest in IDL


             Inepar agrees that immediately following the execution
of this agreement it will cause to be transferred to DecisionLink sufficient
shares of IDL so that DecisionLink shall own 51% of IDL and DecisionLink agrees
to issue shares of DL as compensation for the 1% interest so transferred with
such number of shares to be agreed upon prior to execution of the Definitive
Agreement.


1.04      Expenses.


             Both Parties shall bear the fees and expenses of its
respective counsel, accountants and experts and all other costs and expenses
incurred by it incident to the negotiation, preparation, execution and delivery
of this Agreement and the Material Agreements; provided, however, the expenses
relating to the formation of IDL and the issuance of its stock certificates (if
any), including, but not limited to, all taxes, fees, registration charges,
legal expenses pertaining to incorporation of the Company and notarial
expenses, which shall be borne by the Parties.


1.05      Miscellaneous


             Both Parties agree that they shall take any and all
actions reasonably necessary to comply with applicable government requirements
in connection with the formation of IDL.


1.06      Name and Address of the Company.


             The
name of the Company shall be Inepar DecisionLink Corp., and the principal
office of the Company shall be 3033 Kellway Drive, Carrollton, Texas.


ARTICLE II - PURPOSES AND SCOPE; BUSINESS PLAN


2.01      Purposes and Scope of the Joint Venture


             (a)         The
purposes of IDL shall be to carry on the Business as specified in a Business
Plan to be prepared prior to execution of the Definitive Agreement.


Generally, the  business of IDL will be to:





(i)         provide services and products related
to fixed and mobile asset monitoring systems to South America based customers
utilizing the Orbcomm and other satellite systems, and



(ii)        provide the communications services of
Iridium’s low earth orbit (LEO) satellite system for both voice and data to
customers on a global basis, and



(iii)       to non-exclusively market DecisionLink’s
products and services related to fixed and mobile asset monitoring systems to
global customers in areas where DecisionLink does not have a conflict for
distribution, or joint-venture arrangements, or exclusive distribution
agreements in place or under negotiation and specifically as disclosed in
Exhibit “B” hereto, and



(iv)       provide communications services of Iridium’s
low earth orbit (LEO) satellite system to DecisionLink and/or its marketing or
joint-venture partners on a global basis.



             (b)        The
Shareholders expressly acknowledge that IDL is being formed solely for the
limited purposes set forth in Section 2.01(a) above and agree that both
Shareholders have the obligation to bring business opportunities to the
Company.


2.02      Business Plan.


             The Business Plan shall set forth the objectives of the
Company for the period beginning April 1, 2001 and ending December 2003.  A Shareholders Committee shall meet to (a)
review and update the Business Plan at least annually, not later than September
30 of each fiscal year of the Company commencing in the year 2002, and (b)
submit the Business Plan for the approval of the Shareholders, who shall then
ratify or amend plan information for the next fiscal year (the “Annual Plan”)
and include plan information and objectives for the fiscal year next succeeding
the last year then covered by the Business Plan so that the Business Plan shall
at all times during the term of the Definitive Agreement consist of a rolling
three-year plan for the Company.


2.03      Commitments of the Parties.


             Each Party acknowledges that the Business Plan shall
represent their collective best views as to the matters described therein.  Each Party agrees, and agrees to cause its
Affiliates, to cooperate with the other Parties (and their Affiliates) and with
IDL and to use its reasonable commercial efforts to promote the success of IDL
in attaining the objectives set forth in the Business Plan.





ARTICLE  III – TECHNOLOGY
LICENCING AND LICENCES


3.01      Agreements; Technical Information;
Technical Assistance; Product Development.


             On the execution of the Definitive Agreement, Inepar and
DecisionLink shall enter into Technology License Agreements and Technical Assistance and Training
Agreements with IDL for the hardware, software, and systems detailed in Exhibit
“A” attached hereto.


ARTICLE IV - TERM AND TERMINATION


4.01      Term of this Agreement.


             This
agreement shall be in effect for a period of the earlier of 90 days from the
date hereof or the effective date of the replacement Definitive Agreement.


4.02      Termination


             (a)         This agreement shall automatically
terminate on June 7, 2001 unless replaced by the Definitive Agreement on or
before that date.  Upon termination, all
agreements between the parties shall expire and both parties will use their
best efforts to quickly and fairly wind up the affairs of IDL.


ARTICLE V – MISCELLANEOUS


5.01      Notices.


             Any
notice to be given under this Agreement shall be deemed to have been duly given
upon receipt when in writing and delivered in person, by facsimile
transmission, by telex or by courier, addressed as follows:


(a)         If
to DECISIONLINK:



Attention:
David Peachey and Peter Lagergren

DecisionLink, Inc.

3033 Kellway Drive, Suite 118

Carrollton, Texas 75006

Telephone: (972) 416-8086

Facsimile:  (972) 418-8075






(b)        If to INEPAR:



Attention: Ricardo Woitowicz and Halcio
Gaertner

Inepar Telecomunicacoes S.A.

Av.
Jusscelino K. Oliveira

11.400 – CIC – DEP 81450-900

Curitiba/PR Brazil

Telephone: 55 41 350-7571

Facsimile:  55 41 350-7586



(c)         If
to the Company:



Attention:
Peter Lagergren

Inepar DecisionLink, Corp.

3033 Kellway Drive, Suite 118

Carrollton, Texas 75006

Telephone: (972) 416-8086

Facsimile:  (972) 418-8075



Any Party or the Company may change its
address provided above for the purpose of this Agreement by giving written
notice to the other Parties of such change in the manner hereinabove provided.


5.02      Governing Law and Consent to Jurisdiction


             (a)         This agreement shall be governed by,
and construed in accordance with the laws of the State of Delaware regardless
of the laws that might otherwise govern under applicable principles of conflict
of laws thereof.


5.03      Limitation of Liability


             The
Parties (including for this purpose their affiliates) shall not be liable for
each other’s incidental, indirect, special, exemplary or consequential damages
(including lost profits or lost revenues) under this agreement, regardless of
whether such liability arises in tort, contract, breach of warranty,
indemnification or otherwise.


5.04      Entire Agreement


             This
Agreement, together with all Exhibits and attachments hereto, represents the
entire agreement and understanding between the Parties with respect to the subject
matter of this Agreement and supersedes any prior agreement or understanding,
written or oral, that the Parties may have had.





5.05      Amendments


             Any modification, amendment, or waiver of any provision
of this Agreement shall be effective if, but only if, in writing and signed in
person or by an authorized representative of each Party against whom
enforcement of such modification, amendment or waiver is sought.


5.06      Captions


             The
title headings of the respective articles and sections of this Agreement are
inserted for convenience and shall not be deemed to be a part of this Agreement
or considered in construing this Agreement.


5.07      Severability


             If any article, section or paragraph, or part thereof,
of this Agreement, or any agreement or document appended hereto or made a part
hereof is invalid, ruled illegal by any court of competent jurisdiction, or
unenforceable under present or future laws effective during the term of this
Agreement, then it is the intention of the Parties that the remainder of the Agreement,
or any agreement or document appended hereto or made a part hereof, shall not
be affected thereby unless the deletion of such provision (the “offending
provision”) shall cause this Agreement to become materially adverse to any
Party in which case the Parties shall negotiate in good faith such changes to
the Agreement as will best preserve for the Parties the benefits and
obligations of the offending provision.


5.08      Counterparts


             This Agreement may be executed in two or more
counterparts, and by each Party on the same or different counterparts, but all
of such counterparts shall together constitute one and the same instrument.


5.09      Waivers


             No
failure by a Party to take any action with respect to a breach of this
Agreement or a default by any other Party shall constitute a waiver of the
former Party’s right to enforce any provision of this Agreement or to take
action with respect to such breach or default or any subsequent breach or
default.  Waiver by any Party of any
breach or failure to comply with any provision of this Agreement by a Party
shall not be construed as, or constitute, a continuing waiver of such
provision, or a waiver of any other breach of or failure to comply with any
other provision of this Agreement.





5.10      Public
Announcements


             No Party hereto shall, without the approval of both
DecisionLink and Inepar, make any press release or other public announcement or
response to an inquiry initiated by the press concerning the terms of the
transactions contemplated by this Agreement, except as and to the extent that
any such Party shall be so obligated by any applicable law, in which case both
DecisionLink and Inepar shall be so advised and the Parties shall use their
best efforts to cause a mutually agreeable release or announcement to be made.  The Parties shall cooperate in making public
announcements concerning this Agreement immediately following the date of its
execution by all Parties hereto and immediately following the execution of the
Definitive Agreement.  Nothing in this
Section 5.11 shall be construed to restrict IDL from conducting its
marketing, advertising, public relations and related activities nor to prevent
DecisionLink from making required and timely disclosures to the public and the
United States Securities and Exchange Commission.


5.11      No Agency


             This
Agreement shall not constitute either Shareholder as the legal representative
or agent of the other, nor shall either Shareholder have the right or
authority, to assume, create or incur any liability or obligation, express or
implied, against, in the name of, or on behalf of the other Shareholder, or
IDL.


5.12      No Third Party Beneficiaries


             Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any Person other than the Parties hereto, the Company and their respective
successors and permitted assigns any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision herein contained.


5.13      Translation


             The
parties shall be entitled to, at any time, cause this Agreement to be
translated by a sworn translator and to have said translation filed before the
competent Public Registry of Deeds and Documents in Brazil.


5.14      Language


             The
language of communication between the Parties under this agreement shall be the
English language with technical information and data being communicated however
in its original form, together with any translation requested by the other
Party and at the latter’s expense, unless otherwise agreed in writing between
the Parties hereto.


(THE BALANCE OF THIS PAGE IS LEFT BLANK
INTENTIONALLY)





             IN
WITNESS WHEREOF, the Parties hereto
have caused this Agreement to be duly executed as of the day and year first
above written.


	 	DECISIONLINK,
  INC.
	 	 	 
	 	 	 
	 	By:	/s/
  David S. Peachey


	 	 	 
	 	Name:	David
  S. Peachey


	 	 	 
	 	Title:	President


	 	 	 
	 	 	 
	 	By:	/s/ Peter J. Lagergren


	 	 	 
	 	Name:	Peter J. Lagergren


	 	 	 
	 	Title:	Executive Vice President


	 	 
	 	 
	 	INEPAR
  TELECOMUNICAÇÕES S.A.
	 	 	 
	 	By:	/s/ Ricardo Woitowicz


	 	 	 
	 	Name:	Ricardo Woitowicz


	 	 	 
	 	Title:	Director


	 	 	 
	 	 	 
	 	By:	/s/ Helcio Gaertner


	 	 	 
	 	Name:	Helcio Gaertner


	 	 	 
	 	Title:	Director