fs1a2ex10vii_apextalk.htm


    Exhibit
10.7

     

    CARRIER
SERVICES AGREEMENT

    SWITCHED
SERVICE

    


    THIS
AGREEMENT by and between, APEXTALK Inc, a California Corporation with its
principal place of business located at 637 Howard Street, San Francisco, CA
94105. (hereinafter referred to as "APEXTALK") which expression shall include
its successors and permitted assigns and any affiliates and GYPO Media Ltd a BVI
Company with its principal place of business located at 211F., New World Tower
1, 18 Queen's Road, Central, Hong Kong (hereinafter referred to as
"Customer").

    


    RECITALS

    


    APEXTALK
is in the business of providing wholesale international telecommunications
services. Customer desires to purchase, and APEXTALK desires to sell to
Customer, such services, in accordance with the terms and conditions set forth
in this Agreement.

    


    ACCORDINGLY,
in consideration of the promises herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto mutually agree as follows.

    


    ARTICLE
1

    PROVISION
OF SERVICES

    


    
      	
              1.1

            	
              Purchases
      and Sale of Services. Subject to the terms and conditions of this
      Agreement, Customer agrees to purchase from APEXTALK and APEXTALK agrees
      to sell to Customer, switched international telecommunications services to
      the points, at the rates, and under the terms and conditions set forth in
      Addendum "A" hereto ("Services").

            


    

    


    
      	
              1.2

            	
              Representations.
      APEXTALK represents to Customer that it will maintain during the terms of
      the Agreement all licenses, approvals and other authorizations necessary
      or appropriate to provide the Services under this
    Agreement.

            


    

    


    
      	
              1.3

            	
              Resale
      of Services. All Services provided under this Agreement are
      provided for resale to Customer's subscribers. Customer is solely
      responsible for billing and collection from its subscribers. Customer is
      solely responsible for obtaining and maintaining all licenses, approvals
      and other authorizations necessary or appropriate for the resale of
      Services to its subscribers. Customer represents to APEXTALK that it has
      and will maintain during the term of this Agreement all such licenses,
      approvals and authorizations.

            


    

    


    
      	
              1.4

            	
              Customer
      Pays to Connect. Customer will be responsible for all connection
      and other expenses, and will provide, operate, and maintain transmission
      facilities required to link its domestic telephone network with APEXTALK's
      international gateway switch.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE
2

    TERM
AND TERMINATION

    


    
      	
              2.1

            	
              Term.
      This Agreement shall commence on April 1st 2008 (the "Effective Date") and
      shall continue for one (1) year from the Effective Date or until the date
      listed on Addendum "A", whichever is longer. This Agreement shall
      automatically continue beyond the Termination Date on a month-to­month
      basis unless terminated by either party upon thirty (30) days prior
      written notice or otherwise terminated in accordance with the terms of
      this Agreement. APEXTALK has the right to terminate at any time upon 30
      days written notice, or as otherwise provided
  herein.

            


    

    


    
      	
              2.2

            	
              Termination.
      This Agreement shall terminate prior to the expiration of its then-current
      term upon the happening of any of the following events upon the election
      of the non-breaching party as to 2.2.1, 2.2.2, 2.2.3, 2.2.4, 2.2.7 and
      2.2.8, or by the terms of 2.2.5, 2.2.6 and
  2.2.9.

            


    

    


    
      	 	
              2.2.1

            	
              A
      material breach of this Agreement by either party or the breaching party
      fails to cure the breach within ten (10) calendar days after notice of the
      breach from the non-breaching
party.

            


    

    


    
      	 	
              2.2.2

            	
              Notwithstanding
      the foregoing Section 2.2.1, a failure by Customer to pay any amounts due
      to APEXTALK under this Agreement after two (2) days from the due date,
      upon notice of nonpayment from APEXTALK and failure of Customer to pay the
      amount due within 24 hours, will have the result that APEXTALK may, upon
      24 hours advance notice in writing to the Customer via either courier,
      email or facsimile transmission, and without incurring any liability,
      discontinue the furnishing of service to the
  Customer.

            


    

    


    
      	 	
              2.2.3

            	
              Either
      party ceases doing business as a going concern, makes and assignment for
      the benefit of creditors, admits in writing its inability to pay debts as
      they become due, files a voluntary petition in bankruptcy, is adjudicated
      bankrupt or insolvent, seeks reorganization, arrangement, composition,
      adjustment, liquidation, dissolution or similar arrangement under any
      statute, law or regulation or consents to or acquiesces in the appointment
      of a trustee, receiver, or liquidator for all or any substantial part of
      its assets or properties, or its shareholders attempt to dissolve or
      liquidate.

            


    

    


    
      	 	
              2.2.4

            	
              A
      petition in bankruptcy is filed against either party or, without the
      party's consent or acquiescence, a trustee, receiver or liquidator of it
      or of all or any substantial part of its assets and properties is
      appointed.

            


    

    


    
      	 	
              2.2.5

            	
              Immediately
      upon a determination by any governmental authority with jurisdiction over
      the parties that the provision of the Services under this Agreement is
      contrary to existing laws, rules or
regulations.

            


    

    


    
      	 	
              2.2.6

            	
              Upon
      thirty (30) days prior written notice that, in the reasonable judgment of
      APEXTALK, the passage or adoption of any law, rule, or regulation will
      make it materially more expensive or difficult to provide the Services
      under this Agreement.

            


    

    


    
      	 	
              2.2.7

            	
              After
      thirty (30) days, if APEXTALK fails to provide the Services to Customer in
      accordance with industry standards, the Customer shall notify APEXTALK in
      writing of its concerns and allow a reasonable amount of time for APEXTALK
      to resolve such Service issues. If issues remain unresolved after an
      additional thirty (30) day period, the Customer may terminate the
      Agreement.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
 

    
      	 	
              2.2.8

            	
              By
      the mutual consent of the parties.

            


    

    


    
      	
              2.3

            	
              Consequences
      of Expiration or Termination. Upon the expiration or termination of
      this Agreement for any reasons, APEXTALK shall immediately cease providing
      Services to Customer. All amounts due to APEXTALK from Customer shall
      become due and payable immediately upon such expiration or termination. In
      addition, the non-breaching party shall have any other rights as are
      available in law or equity. Notwithstanding the expiration or termination
      of this Agreement for any reason, the provisions of Articles 4, 5 and 6
      shall continue to apply.

            


    

    


    
      	
              2.4

            	
              Right
      to Change Rate. APEXTALK shall have the right to modify the rates
      and conditions set forth in Addendum A and the other Addendums (price
      lists) at any time, but shall give the Customer at least Five (5) days
      prior notice. Customer may terminate service to the country affected by an
      increase (and that country only) of rate via written notice within five
      (5) working days. All other countries will remain governed by the terms of
      this Agreement and Addendum "A".

            


    

    


    
      	
              2.5

            	
              Termination
      Upon Illegal Use. If Customer uses the International Long Distance Service
      for any unlawful
      purpose or in any unlawful manner, APEXTALK may terminate this
      Agreement.

            


    

    
      	
               
      

            	
               

            


    

    


    In the
event this Agreement is terminated pursuant to Article 2, Customer shall receive
a refund of any unused portion of its deposit based on final reconciliation of
service through the termination date. APEXTALK shall be paid in full for its
services through termination, and for any other funds due APEXTALK by the terms
of this Agreement, before any refund is made.

    


    ARTICLE
3 PAYMENT TERMS

    


    
      	
              3.1

            	
              Invoicing.
      APEXTALK shall invoice all Service charges, as set forth on Addendum "A",
      on a monthly
      basis . Payment is due within 14 days following receipt of
      invoice.

            


    

     

    
      	 	
              3.1.1

            	
              Invoices
      shall be provided by/on electronic mail or by fax or CD-ROM or computer
      floppy disk as indicated in Section 6.2, Notices, below, or as otherwise
      provided by customer with all necessary usage data to permit Customer to
      bill its subscribers.

            


    

     

    
      	 	
              3.1.2

            	
              Payment
      of each invoice shall be in U.S. currency by wire transfer to APEXTALK's
      account at its bank in accordance with instructions provided to Customer
      by APEXTALK, attached hereto as Addendum
B.

            


    

    


    
      	
              3.2

            	
              Taxes.
      The prices in this agreement do not include any applicable federal, state,
      or local taxes. Unless Customer is exempt, Customer shall pay such taxes
      upon receipt of an itemized invoice. Such taxes, duties and charges shall
      be separately stated on the invoice and shall be paid directly to APEXTALK
      at the same time as all other charges set forth on the invoice. If
      Customer claims any exemption from such taxes, it shall provide APEXTALK
      with a valid tax exemption certificate or other
      evidence reasonable satisfactory to APEXTALK that Customer is not subject
      to such taxes, duties or
charges.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    3.3              
Payment
Security.

    


    
      	 	
              3.3.1

            	
              APEXTALK
      submits an invoice to customer each month, covering charges for the
      previous month. Customer shall make payment by (l) Cash or (2) Wire
      transfer to APEXTALK within 14 days. If payment is not received on or
      before the Due Date, APEXTALK will notify customer via fax. Customer will
      then have one additional day to wire transfer funds to APEXTALK. Should
      funds not be received by APEXTALK by due date, APEXTALK may terminate
      service to customer and recover any unpaid amounts from the LOC or
      repayment. Upon the expiration or termination of this Agreement for any
      reason, APEXTALK shall have the right to offset against the security any
      amounts owed to it by Customer whether or not such amounts are in dispute
      and shall remit the balance of any security promptly to Customer, without
      interest. Any disputed amounts shall be resolved in the manner set forth
      in Section 3.4 below.

            


    

    


    
      	 	
              3.3.2

            	
              Customer
      is solely responsible for establishing and collecting its charges for
      services it offers its customers/subscribers utilizing APEXTALK' s carrier
      network and for preparing and mailing invoices to its customers. Customer
      is responsible for payment of the total invoice amount from APEXTALK
      regardless of whether Customer is paid for those calls by its customers.
      All discounts, rebates or commissions paid to its agents or subscribers
      are the responsibility of the
Customer.

            


    

    


    
      	
              3.4

            	
              Disputed
      Charges. If Customer in good faith disputes the amount or
      appropriateness of a charge included in an invoice from APEXTALK, customer
      shall pay the undisputed service in full amount upon due date. If not,
      APEXTALK has the right to terminate the services. A difference of less
      than 2% in traffic minutes is regarded as acceptable and is not subject to
      disputing. Customer shall notify APEXTALK in writing and provide
      supporting documentation establishing such claim. Short calls are deemed
      to be completed calls and are not subject to dispute. Short calls are
      calls that are less than thirty (30) seconds in length. Such documentation
      supporting disputed charges shall include a detailed analysis showing the
      difference between the specific invoice amount and the Customer's specific
      asserted amount. A summary of the disputed charges will not be accepted.
      Customer shall further provide all information reasonably requested by
      APEXTALK including, but not limited to, CDR's to resolve the dispute. Such
      notification shall not relieve Customer of the obligation to make all
      payments, including the amounts disputed, by the due date as set forth in
      this Agreement. Any resolutions made by APEXTALK in favor of Customer will
      be credited to Customer's next invoice. Failure to contest a charge within
      thirty (30) days of the date of the invoice shall create an irrefutable
      presumption of' the correctness of the charge. APEXTALK will exercise
      reasonable due diligence in the review and remedy to cure all disputes
      within thirty (30) days of receipt of said written notification. Any
      amounts determined to be in error will be credited against the next
      month's invoice. In the event that the dispute cannot be resolved within
      thirty (30) days of submission either party may call for arbitration in
      accordance with paragraph 6.6
below.

            


    

    


    
      	
              3.5

            	
              Billing
      Increments. All traffic shall be billed with 6/6 second increment,
      accumulated and rounded up to the nearest
  minute.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      	
              3.6

            	
              Other
      Rates and Charges. APEXTALK shall terminate all traffic delivered
      to its switch by Customer for the destination listed on Addendum "A". Any
      international cellular exchange or termination point that is not included
      on Addendum "A" that is sent to APEXTALK by Customer and which APEXTALK is
      able to terminate, shall be invoiced at a commercially reasonable rate.
      Customer shall not run intrastate traffic through APEXTALK's switch.
      Customer shall also be responsible for payment of local loop access
      facility charges pursuant to Section 1.4 above. Such charges shall be
      invoiced one month in advance of the installation of such facilities and
      on a monthly basis thereafter, regardless of whether service is initiated,
      if such charges, contrary to Section 1.4 above, are billed through
      APEXTALK

            


    

    


    ARTICLE
4

    LIABILITY

    


    
      	
              4.1

            	
              Service
      Interruptions and Outages. APEXTALK shall not be liable for
      interruptions or outages in the provision of Services to Customer caused
      by or resulting from any act of God, flood, earthquake, storm, lightning,
      fire, epidemic, war, outbreak of hostilities (whether or not war is
      declared), riot, strikes or other labor unrest, civil disturbance,
      sabotage, mechanical failures, fiber or cable cut accidents, defects in
      transmission, expropriation by governmental authorities, interruptions by
      regulatory or judicial authorities or other acts or events that are
      outside the reasonable control of APEXTALK In the event of interruptions
      or outages of Services as a result of mechanical failures, fiber or cable
      cut, accidents, defects in transmission or interruptions by regulatory or
      judicial authorities that are caused by the acts or omissions of APEXTALK
      or its representatives. APEXTALK's liability shall be limited to a
      reduction of Customer's monthly minimum requirement or any other recurring
      charge pro rata of the number of days of interruption or outages of
      Services during such month.

            


    

    


    
      	
              4.2

            	
              Damages.
      In no event will APEXTALK be liable, for indirect, consequential special,
      incidental or punitive damages, lost profits, lost revenue, loss of
      Customers goodwill or loss of an opportunity of any kind whatsoever.
      Customer shall indemnify APEXTALK and hold it harmless from any costs,
      expenses, attorney's fees or any liability whatsoever incurred because of
      a claim made against APEXTALK by Customer of any of its
      customers/subscribers for which it is not liable under the terms of this
      Agreement.

            


    

    


    
      	
              4.3

            	
              Limited
      Warranty. APEXTALK WARRANTS TO CUSTOMER ONLY THAT IT WELL PROVIDE
      THE SAME QUALITY OF LONG DISTANCE SERVICE IT PROVIDES TO ITS OTHER
      CUSTOMERS

            


    

    


    
      	
               4.4

            	
              Fraudulent
      Calls. APEXTALK shall not be liable for any fraudulent calls
      processed by APEXTALK and billed to Customer's account. APEXTALK shall
      notify Customer promptly of any fraudulent calling of which APEXTALK has
      actual knowledge, it being understood that APEXTALK is under no obligation
      to investigate the authenticity of calls charged to Customer's
      account.

            


    

    


    ARTICLE
5 

    CONFIDENTIALITY

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              5.1

            	
              Confidentiality.
      During the term of this Agreement, the parties may disclose to each other
      certain proprietary and/or confidential information. The parties desire to
      assure the confidential and proprietary status of any such information
      which may be disclosed to each other, and therefore for themselves, their
      subsidiaries and affiliates, agree as
follows:

            


    

    


    
      	 	
              5.1.1

            	
              All
      non-public information disclosed shall be deemed to be confidential and
      proprietary. All information contained in this Agreement, including
      Addendum "A" hereto, as well as all traffic volume and distribution
      information and rate information of APEXTALK given to or learned by
      Customer in connection with this Agreement shall be considered
      "Proprietary Information" without further act of either
    party.

            


    

    


    
      	 	
              5.1.2

            	
              Each
      party agrees to use the Proprietary Information received from the other
      party only for the purpose of this Agreement and shall not reproduce it in
      any form or orally communicate it except as required to accomplish the
      intent of this Agreement.

            


    

    


    
      	 	
              5.1.3

            	
              The
      receiving party shall provide at a minimum the same care to avoid
      disclosure or unauthorized use of the Propriety Information as it provides
      to protect its own proprietary information. It is agreed that all
      Proprietary Information shall be retained by the receiving party in a
      secure place with access limited to only such of the receiving party's
      employees or agents who need to know such information for purposes of this
      Agreement

            


    

    


    
      	 	
              5.1.4

            	
              All
      Proprietary Information shall remain the property of the disclosing party,
      shall be used by the receiving party only for the purpose intended and
      shall be returned to the disclosing party or destroyed after the receiving
      party's need for it has expired or upon the request of the disclosing
      party, and, in any event, upon termination of this
    Agreement.

            


    

    


    
      	 	
              5.1.5

            	
              Each
      party agrees not to reveal the terms of this Agreement to any third party
      except as contemplated by this Agreement or unless required by law,
      provided that any written information describing the relationship of the
      parties that one party desires or is obligated to disclose shall first be
      disclosed to the other party which shall have an opportunity to object to
      such disclosure.

            


    

    


    
      	
              5.2

            	
              Use
      of Name. Each party agrees that, without the other party's written
      consent, it will not use the name, service marks or trademarks of the
      other party or of any of its affiliated companies in any advertising
      publicity releases or sales presentations. Neither party shall take any
      action that will in any manner compromise the other party's registered
      trademarks or service marks.

            


    

    


    
      	
              5.3

            	
              Remedies
      for Breach. The parties agree that a breach or threatened breach of
      the terms of this Article 5 may result in irreparable injury to the
      non-breaching party for which a remedy in damages would be inadequate. The
      parties agree that in the event of such breach or threatened breach, the
      non-breaching party shall be entitled to seek an injunction to prevent the
      breach or threatened breach, and the breaching party hereby waives any
      defense that an adequate remedy in law exists and acknowledges that such a
      breach or threatened breach would result in irreparable injury to the
      non-breaching party. Customer hereby agrees to indemnify APEXTALK and hold
      it harmless from all costs, expenses and attorneys fees resulting from
      Customer's breach of Article 5.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    ARTICLE
6 

    MISCELLANEOUS

    


    
      	
              6.1

            	
              Miscellaneous.
      This Agreement which includes Addendum "A", (a) constitutes the entire
      agreement of the parties and supersedes all previous agreements or
      understandings, whether oral or written; (b) may not be amended or
      modified except by a written instrument signed by all parties; (c) is
      binding upon and will inure to the benefit of the parties and their
      respective successors, and permitted assigns; (d) may not be assigned
      without the prior written consent of the other party, and (e) may be
      executed in duplicate originals

            


    

    


    
      	
              6.2

            	
              Notices.
      Any notices, consents or other communications required or permitted under
      this Agreement must be in writing and executed by the party giving the
      notice or its authorized representative. Any such notice or communication
      must he given, and will be deemed to have been duly given, if either (a)
      hand delivered by independent courier, or (b) mailed by U.S. first class
      mail, postage prepaid, certified or registered, or (c) via facsimile with
      return receipt confirmation, in either case to the following addresses
      and/or facsimile numbers:

            


    

    


    
      	
              GYPO
      Media Ltd

              21/F.,
      New World Tower 1, 

              18
      Queen's Road, Central, 

              Hong
      Kong

              Telephone
      Number

              Facsimile
      Number:

               

              Attn:
      Benny Ng

            	
              APEXTLAK,
      Inc.

              637
      Howard Street,

              San
      Francisco, CA 94105

              Telephone
      Number: 888-228-2829 

              Facsimile
      Number: 415-777-3646

               

              Attn:
      George Ma 

              Georgema@apextalk.corn

            


    

    


    Any
notice given in the manner set forth in this section shall be deemed delivered,
(i) at the time of the actual delivery if delivered by hand, via facsimile, by
courier, or via Email or (ii) five (5) days after mailing, if mailed. Any party
may change its address for the giving of notices by notifying the other party of
the change in the manner set forth in this section. Any such change of address
shall not be effective until five (5) days after receipt of the notice by the
other party, as determined under this section.

    


    
      	
              6.3

            	
              Waiver.
      The failure of any party to exercise any right or remedy under this
      Agreement shall not constitute a waiver of such right or remedy, and the
      waiver of any violation or breach of this Agreement by a party shall not
      constitute a waiver of any prior or subsequent violation or breach. No
      waiver under this Agreement shall be valid unless in writing and executed
      by the waiving party,

            


    

    


    
      	
              6.4

            	
              Severability.
      If any provision of this Agreement is determined by a court or other
      government authority to be invalid, illegal or unenforceable, such
      invalidity, illegality or unenforceability shall not affect the validity,
      legality or enforceability of any other provision of this Agreement
      Further, the provision that is determined to be invalid, illegal or
      unenforceable shall be reformed and 

                construed
      to the extent permitted by law so that it will be valid, legal and
      enforceable to the maximum extent
  possible.

              

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
 

    
      	
              6.5

            	
              Headings.
      The headings used in this Agreement are included for the convenience of
      the parties for reference purposes only and are not to he used in
      construing or interpreting this
Agreement.

            


    

    


    
      	
              6.6

            	
              Governing
      Law and Expedited Dispute Resolution. This Agreement shall be
      governed and construed in accordance with the laws of the State of
      California without regard to choice of law principles. Any dispute arising
      out of or related to this Agreement, which cannot be resolved by
      negotiation, shall be settled by binding arbitration through the American
      Arbitration Association ("AAA") in accordance with the J.A.M.S/ENDISPUTE
      Arbitration Rules and procedures ("Undisputed Rules"), as amended by this
      Agreement. The costs of arbitration, including the fee of the arbitrator,
      shall be shared equally by the Parties unless the arbitration award
      provides otherwise. Each Party shall bear the cost of preparing and
      presenting its case. The Parties agree that this provision and the
      arbitrator's authority to grant relief shall be subject to the United
      States Arbitration Act. 9 U.S.C. 116 et seq. ("USAA"), the provisions of
      this Agreement, and the ABA AAA Code of Ethics for Arbitrators in
      Commercial Disputes. The Parties agree the arbitrator shall have no power
      or authority to make awards or issue orders of any kind except as
      expressly permitted by this Agreement, and in no event shall the
      arbitrator have the authority to make any award that provides for punitive
      or exemplary damages. The arbitrator's decision shall follow the plain
      meaning of the relevant documents, and shall be final and binding. The
      award may be confirmed and enforced in any court of competent
      jurisdiction. All post award proceedings shall be governed by the USAA.
      Any such arbitration or enforcement shall take place in California, or
      such other place mutually agreed by the parities, or through the federal
      or state courts located therein.

            


    

    


    
      	
              6.7

            	
              Relationship.
      Nothing in this Agreement shall be deemed to create a partnership, joint
      venture or any
      relationship other than a Vendor-Customer
    relationship.

            


    

    
    

    


    
      	
              6.8

            	
              Assignment.
      This Agreement and all of the provisions hereof shall be binding upon and
      shall inure to the benefit of the parties hereto and their respective
      successors and assigns. APEXTALK may also assign this Agreement at any
      time to any person or entity affiliated with, controlled by, or under
      common control with APEXTALK.

            


    

    


    
      	
              6.9

            	
              Indemnification.
      Customer agrees to defend, hold harmless and indemnify APEXTALK from and
      against all claims, demands, actions, causes of action, judgments, costs,
      attorney's fees and expenses of any kind or nature for bodily injury,
      death, property damage, goodwill, or other damages of any kind incurred by
      Customer, its employees, or third parties arising under this Agreement due
      to Customer's negligence or willful
misconduct.

            


    

    


    
      	
              6.10

            	
              Non-Circumvention.
      During the term and for a period of twelve (12) months after its
      termination, the Customer agrees that it will not intentionally circumvent
      or bypass APEXTALK, directly or indirectly, with the intent of
      establishing similar Service with APEXTALK 's service provider(s)/carriers
      for the international terminations as defined in Addendum "A" of this
      Agreement. Similarly during the term of this agreement and for a period of
      twelve (12) months after its termination, APEXTALK agrees that it will not
      intentionally circumvent or bypass Customer directly or indirectly, with
      the intention of establishing similar Service with Customer's customers
      for the international terminations as defined in Addendum "A" of this
      agreement. It is further agreed that any violation or threatened violation
      of this paragraph would likely cause immediate and irreparable
      harm to APEXTALK/Customer and, in such event, an injunction against such
      violation may be entered against it in addition to any other remedy
      available to
APEXTALK/Customer.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              6.11

            	
              Customer
      not an Agent. Neither party is authorized to act as an agent for,
      or legal representative of, the other party and neither party shall have
      authority to assume or create any obligation on behalf of, in the name of,
      or binding upon the other party. Customer shall not represent or intimate
      that APEXTALK is responsible for the type or quality of Customer's
      services to its customers.

            


    

    


    
      	
              6.12

            	
              No
      Verbal Amendment. This Agreement may not be amended except by an
      instrument in writing, executed by the parties. No modification or
      amendment hereto shall be effected by the acknowledgment or acceptance by
      either party of any customer order, sales acknowledgment or other similar
      form from the other party.

            


    

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.

     

    

      
        	
                Customer
      Company name

                 

                 

              	 
      	
                APEXTALK,

              
	
                By:  /s/  Benny
      Ng

              	 
      	
                By:

              
	
                Print:  Benny
      Ng

              	 
      	
                Print: 
      George Ma

              
	
                Title:  VP
      - Wholesale

              	 
      	Title:
	 
      	 
      	 
      
	 	 
      	 
      
	 
      	 
      	 
      
	Date: 
      4/1/08	 
      	Date:


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    APEXTALK,
Inc. 

     

    ADDENDUM
"A"

     

    Start
Date of Service: 

     

    End Date
of Service:

     

     

    
      
        	
                Country

              	
                Minutes
      Per Month

                 

                 

              	
                Rate
      Per Minute

              
	
                KOREA
      FIXED (62)

              	 
      	
                0.0145

              
	 
      	 
      	 
      
	 
      	 
      	 
      


      

    

     

    
 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

    APEXTALK,
Inc. 

     

    ADDENDUM
"B"

     

     

     

    
      	
              APEXTALK
      Inc. Bank Information

            
	
              Account
      Name

            	
              APEXTALK,
      Inc.

            
	
              Account
      Number

            	
              63648588

            
	
              ABA#

            	
              321070450

            
	
              Swift
      Code

            	
              UCHHUS6S

            
	
              Bank
      Name

            	
              United
      Commercial Bank , Oakland Branch

            
	
              Bank
      Address

            	
              Oakland,
      CA 95110, USA

            
	
              Bank
      Telephone

            	
              (510)
      283-1888

            
	
              Bank
      Fax

            	
              (510)
      283-1679