**EXHIBIT 10.1**

*** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEENOMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HASBEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

**TELECOMINFORMATION SERVICES AGREEMENT**

**between**

# **JINGLE NETWORKS, INC.**

**and**

# **METRO ONE TELECOMMUNICATIONS, INC.**

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**TABLE OF CONTENTS**
| **TELECOM INFORMATION SERVICES AGREEMENT** | **1**                              |
|--------------------------------------------|------------------------------------|
| ** **                                 | ** **                         |
| **JINGLE NETWORKS, INC.**                  | **1**                              |
| ** **                                 | ** **                         |
| **METRO ONE TELECOMMUNICATIONS, INC.**     | **1**                              |
| ** **                                 | ** **                         |
| **1.**                                     | **DEFINITIONS**                    | **1** |
| ** **                                 | ** **                         | ** ** |
| **2.**                                     | **SERVICES**                       | **1** |
| ** **                                 | ** **                         | ** ** |
| **3.**                                     | **SERVICE STANDARDS**              | **2** |
| ** **                                 | ** **                         | ** ** |
| **4.**                                     | **INTERFACE AND SUPPORT**          | **2** |
| ** **                                 | ** **                         | ** ** |
| **5.**                                     | **COMPENSATION**                   | **2** |
| ** **                                 | ** **                         | ** ** |
| **6.**                                     | **TERM**                           | **3** |
| ** **                                 | ** **                         | ** ** |
| **7.**                                     | **MARKETING**                      | **3** |
| ** **                                 | ** **                         | ** ** |
| **8.**                                     | **INTELLECTUAL PROPERTY**          | **3** |
| ** **                                 | ** **                         | ** ** |
| **9.**                                     | **RECORDS; FINANCIAL INFORMATION** | **4** |
| ** **                                 | ** **                         | ** ** |
| **10.**                                    | **COMPLAINTS**                     | **5** |
| ** **                                 | ** **                         | ** ** |
| **11.**                                    | **CONFIDENTIAL INFORMATION**       | **5** |
| ** **                                 | ** **                         | ** ** |
| **12.**                                    | **INDEMNIFICATION**                | **6** |
| ** **                                 | ** **                         | ** ** |
| **13.**                                    | **DISPUTE RESOLUTION**             | **7** |
| ** **                                 | ** **                         | ** ** |
| **14.**                                    | **TERMINATION**                    | **7** |
| ** **                                 | ** **                         | ** ** |
| **15.**                                    | **ASSIGNMENT; BINDING EFFECT**     | **9** |
| ** **                                 | ** **                         | ** ** |
| **16.**                                    | **SURVIVAL OF OBLIGATIONS**        | **9** |
| ** **                                 | ** **                         | ** ** |
| **17.**                                    | **INTERPRETATION**                 | **9** |
| ** **                                 | ** **                         | ** ** |
| **18.**                                    | **NOTICES**                        | **9** |
| ** **                                 | ** **                         | ** ** |
| **19.**                                    | **SEVERABILITY**                   | **10** |
| ** **                                 | ** **                         | ** ** |
| **20.**                                    | **INDEPENDENT CONTRACTOR**         | **10** |
| ** **                                 | ** **                         | ** ** |
| **21.**                                    | **NO THIRD PARTY BENEFICIARIES**   | **10** |
| ** **                                 | ** **                         | ** ** |
| **22.**                                    | **FORCE MAJEURE**                  | **10** |
| ** **                                 | ** **                         | ** ** |
| **23.**                                    | **LIMITATION OF LIABILITY**        | **11** |
| ** **                                 | ** **                         | ** ** |

 

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| **24.**         | **WAIVER**                                          | **11**     |
|-----------------|-----------------------------------------------------|------------|
| ** **      | ** **                                          | ** ** |
| **25.**         | **APPLICABLE LAW**                                  | **11**     |
| ** **      | ** **                                          | ** ** |
| **26.**         | **ENTIRE AGREEMENT**                                | **12**     |
| ** **      | ** **                                          | ** ** |
| **27.**         | **AFFILIATES**                                      | **12**     |
| ** **      | ** **                                          | ** ** |
| **28.**         | **NASD APPROVAL**                                   | **12**     |
| ** **      | ** **                                          | ** ** |
| **29.**         | **REGISTRATION RIGHTS AGREEMENT**                   | **12**     |
| ** **      | ** **                                          |
| **EXHIBIT  1**  | **DEFINITIONS**                                     |
| ** **      | ** **                                          |
| **EXHIBIT  2**  | **TELECOM INFORMATION SERVICES TO BE PROVIDED**     |
| ** **      | ** **                                          |
| **EXHIBIT  3**  | **SERVICE STANDARDS**                               |
| ** **      | ** **                                          |
| **EXHIBIT  3A** | **PROCEDURES MANUAL**                               |
| ** **      | ** **                                          |
| **EXHIBIT  4**  | **PRINCIPLE SITES FOR PROVISION OF SERVICE**        |
| ** **      | ** **                                          |
| **EXHIBIT  5**  | **CALL VOLUME AND COMPENSATION RATES FOR SERVICES** |
| ** **      | ** **                                          |
| **EXHIBIT  6**  | **INVOICE**                                         |
| ** **      | ** **                                          |
| **EXHIBIT  7**  | **FAILURE NOTICE**                                  |
|                 |                                                     |            |  |

** **

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**TELECOM** INFORMATION SERVICES AGREEMENT

THIS TELECOMINFORMATION SERVICES AGREEMENT (this “Agreement”) is entered into as of the 1stday of July, 2006, by and between Jingle Networks, Inc., a corporationorganized under the laws of Delaware (“CUSTOMER”), and Metro OneTelecommunications, Inc., an Oregon Corporation (“Metro One”), (collectively, “theParties” and each being a “Party”).

WHEREAS, CUSTOMERprovides free consumer telephone directory service supported by advertising;

## WHEREAS, Metro One providescertain telecom information services, including directory assistance andcertain data services, as provided below; and

WHEREAS, theparties desire that Metro One provide its directory assistance services toCallers (defined below) routed by CUSTOMER to Metro One.

NOW, THEREFORE, inconsideration of the foregoing premises, the mutual covenants and agreementscontained herein, the reliance by each party hereon, and for other good andvaluable consideration, the receipt and sufficiency of which hereby are acknowledged,the Parties agree as follows:

# **1.****                                      Definitions.**

For purposes ofthis Agreement (including the Exhibits), capitalized terms will have themeanings set forth in Exhibit 1 or as otherwise defined herein or in otherExhibits.

# **2.****                                      Services.**

a*.**               Services.*  Metro One will provide directory assistanceto Callers as set forth in Exhibit 2 ( the “Services”).

b.              *Routing of Calls.* AtCUSTOMER’s expense, CUSTOMER will route, or cause to be routed, to Metro Onecalls requiring Services.  Prior torouting Calls to Metro One, CUSTOMER’s automated directory assistance equipmentmay have answered the Call, but have been unable to provide the neededdirectory assistance.

c.*               Preferred Provider*.   During the term ofthis Agreement and Subject to Exhibit 5, CUSTOMER agrees that Metro One is thePreferred Provider of CUSTOMER.  CUSTOMERmay terminate Metro One’s Preferred Provider status at any time; provided thatthe warrants granted to CUSTOMER pursuant to Section 5(d) will be terminated.Metro One acknowledges that CUSTOMER is party to an agreement with anotheroperator services provider which requires it to deliver 4.5 million calls permonth to such other provider and it is possible that until such time asCUSTOMER has enough calls to provide Metro One with a number of calls thatexceeds this amount, CUSTOMER shall not be in breach of the Preferred Providerclause of this agreement.

 

***                           Certaininformation in this exhibit has been omitted and filed separately with thecommission.  Confidential treatment hasbeen requested with respect to the omitted portions.

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# **3.****                                      ServiceStandards.**

The Services to beprovided by Metro One will be provided in a workmanlike and commercially reasonable manner, inaccordance with industry standards, in compliance with all applicable state,federal or local laws, regulations or statutes and as further described in theStandards for the Services in Exhibit 3.

# **4.****                                      Interfaceand Support.**

a.               *Metro One Facilities and Equipment*.  Metro One will maintain adequate officefacilities, support facilities and other facilities and equipment to enable itto perform its obligations under this Agreement.

b.              *TelecommunicationsFacilities and Equipment*. CUSTOMER will, at its expense, establish and maintain alltelecommunications circuits needed to deliver Calls to Metro One’s designateddemarcation point(s) consistent with Exhibit 4. Metro One currently accepts calls in traditional MF and SS-7 signaling.CUSTOMER’s intention is to deliver Calls using IP signaling and shall, at itsexpense, provide Metro One with the hardware and software necessary to convertIP signaling to another signaling type to be mutually agreed by theParties.  CUSTOMER will provide a hotspare at each Metro One facility where IP traffic is terminated.  Metro One will provide the rack space,electrical and HVAC for the hardware provided by CUSTOMER, and CUSTOMER willprovide any required software updates and perform any necessary maintenance tothe software or hardware.****Any hardware provided by CUSTOMER hereunderwill be returned to CUSTOMER within thirty (30) days following expiration ortermination of this Agreement. Metro One will be responsible forestablishing, maintaining, and paying for all other telecommunicationsfacilities and equipment necessary to perform the Services. Metro One shallprovide to CUSTOMER within 1 week of the date of this Agreement the specificphysical address at which CUSTOMER will have its transport lines terminated.All routing from this location within Metro One’s network is at Metro One’s ownexpense.  **[***]**

# **5.****                                      Compensation.**

a.               *Rate.*  CUSTOMER willpay Metro One for Services at the rates listed and for the amounts provided inExhibit 5.  

b.              *Call Counts.*  Metro One will provide CUSTOMER with callcount volume records in the format shown in Exhibit 6 by the tenth of eachmonth for the previous month’s calls, which records will accompany Metro One’sinvoice to CUSTOMER.

c.               *Invoices and Payment Terms*. Invoices covering the charges for each month in the form shown inExhibit 6 will be mailed electronically to CUSTOMER on or before the **[***]**. CUSTOMER willmake payment to Metro One of the undisputed amount within fifteen (15) days ofthe date an invoice is received.   A latecharge computed at a rate of 1.5% per month will be assessed on amounts

 

***                           Certaininformation in this exhibit has been omitted and filed separately with thecommission.  Confidential treatment hasbeen requested with respect to the omitted portions.

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                        past due over fifteen (15) daysfrom the date the invoice is received until paid.  CUSTOMERmay dispute any payment which CUSTOMER in good faith believes is incorrect byproviding Metro One written notice of such disputed amount and the reasons forthe dispute no later than five (5) business days after receipt of invoice.  The parties shall cooperate in good faith toresolve the disputed amount within five (5) days of the receipt ofCUSTOMER’s timely notice of dispute of the invoice.  Should the parties be unable to resolve thedispute within such five (5) day period, CUSTOMER shall pay the disputed amountinto the escrow provided for in Exhibit 5, which amount shall be held andadministered as there provided pending final resolution of the dispute inaccordance with this Agreement.

d.              *Warrants.*  As consideration under this Agreement, MetroOne shall issue to CUSTOMER certain warrants to purchase shares of common stockof Metro One (the “Warrants”), as further provided in the Warrants entered intoby the parties as of the date of this Agreement.

e.               *Invoice Address*. Monthly invoices will be mailed by MetroOne to CUSTOMER at the following address:

[***]

**6.             Term.**

Subject to earliertermination as provided expressly in this Agreement, the term of this Agreementwill commence on the date of this Agreement and will expire on a date three (3)years from the Launch Date, as set forth in Exhibit 1, and shall be renewedannually for up to two (2) additional years if, with respect to such renewalperiods, notice of such termination is not given by one Party to the otherParty at least sixty (60) days prior to commencement of such renewal period.

# **7.             Marketing.**

Subject to the provisionsof Section 8 below, CUSTOMER shall be solely responsible for the manner of andcost of its publicizing, advertising and marketing of its business that resultsin the routing of Calls to Metro One.

# **8.             IntellectualProperty**

a.               CUSTOMER willcontinue to own its trademarks, service marks, proprietary product features,and other intellectual property related thereto, and Metro One shall acquire norights in such marks, proprietary product features and intellectual propertiesrelated thereto, other than the non-exclusive license set forth in this Section8.  Metro One acknowledges the validityof CUSTOMER’s marks, proprietary product features and intellectual propertiesrelated thereto, and will not challenge or assist others in challenging thevalidity and CUSTOMER’s sole ownership of such marks.

b.              Metro One willcontinue to own its trademarks, service marks, proprietary product features,and other intellectual property related thereto, and CUSTOMER will acquire norights in such marks, proprietary product features and intellectual

 

***                           Certaininformation in this exhibit has been omitted and filed separately with thecommission.  Confidential treatment hasbeen requested with respect to the omitted portions.

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                        propertiesrelated thereto, other than the non-exclusive license set forth in this Section8.  CUSTOMER acknowledges the validity ofMetro One’s marks, proprietary product features and intellectual propertiesrelated thereto, and will not challenge or assist others in challenging thevalidity and Metro One’s sole ownership thereof.

c.               Each Partyacknowledges the goodwill associated with the other’s trademarks and servicemarks.  Except as provided herein,neither Party will use any mark owned by the other without the other Party’sprior written consent.  Neither Partywill register any of the other Party’s trademarks, service marks or tradenames.

d.              Metro One herebygrants CUSTOMER a non-exclusive, non-transferable, non-assignable personallicense to use it’s trademarks, service marks, proprietary product features andintellectual properties related thereto in CUSTOMER’S marketing and provisionof Services during the Term of this Agreement. CUSTOMER hereby grants Metro One a non-exclusive license to use itstrademarks, service marks, proprietary product features and intellectualproperties related thereto in its corporate communication to identify CUSTOMERas a carrier customer of Metro One during the Term of this Agreement

e.               All use of CUSTOMER’Smarks by Metro One will inure to the benefit of CUSTOMER consistent with thisAgreement. All use of Metro One’s marks by CUSTOMER will inure to the benefitof Metro One consistent with this Agreement.

f.                 If a Party uses amark owned by the other, the use of the mark will be used only in accordancewith the guidance and directions furnished by the owner of the mark, and thequality of any associated goods or services must always be satisfactory to theowner of the mark.

g.              All features coveredby Metro One’s patents shall be non-exclusively licensed to Customer for use inthe delivery of Services provided by Metro One pursuant to this Agreement forthe duration of the Agreement, and unless otherwise expressly agreed by MetroOne, shall be non-transferable, non-assignable and personal to CUSTOMER forsuch limited use.

h.              The Parties agreethat it would be difficult to measure the monetary damages that would beincurred by a Party by reason of the failure of the other Party to comply withthe terms of this Section 8.  The Partiestherefore agree that either Party may seek injunctive relief, which the Partiesagree is appropriate for enforcement of this Section 8.

# **9.             Records;Financial Information.**

# a.               BothParties will maintain complete and accurate records of each Call routed toMetro One, and will provide the other access to such records upon request.  Records will be in a format mutually agreedin writing and will include the following:

i.                                          Thetime the Call is received;

ii.                                       TheCUSTOMER provided unique identifier digits routed with the Call;

 

***                           Certaininformation in this exhibit has been omitted and filed separately with thecommission.  Confidential treatment hasbeen requested with respect to the omitted portions.

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iii.                                    Theresult Metro One returns to CUSTOMER based on Caller’s request.

b.   **[***]**

# **10.          Complaints.**

Both Parties willrefrain from any action that could reasonably be anticipated to discredit ordamage the name, reputation, goodwill or good public relations of theother.  Each Party will use itscommercially reasonable best efforts to investigate and respond to all oral orwritten complaints received by CUSTOMER or Metro One from any Caller arisingout of or in connection with such party’s obligations under this Agreement.

# **11.          ConfidentialInformation.**

a.               With respect toConfidential Information provided by one Party to the other, the receivingParty agrees to (i) hold the Confidential Information in confidence and toprotect it; (ii) restrict disclosure of the Confidential Information solely tothose employees, contractors and agents of the receiving party with a need-to-knowto carry out the respective obligations of the receiving Party under thisAgreement and not disclose it to any third party (including any Affiliates nota party to this Agreement); (iii) advise the employees, contractors and agentsof the receiving Party of their obligations with respect to the ConfidentialInformation; and (iv) use the Confidential Information only for the purposesset forth in this Agreement, except as may otherwise be agreed upon inwriting.  In any event, the Partiesexpressly agree not to sell, license, release or disclose the other party’sConfidential Information to any known or reasonably knowable competitor orpotential competitor of the other. However, the Parties will be permitted todisclose such information to their accountants, and to their respective legal,financial and marketing advisers as may be necessary for the performance oftheir respective duties, or as required by law, provided that said advisersagree to be bound by the provision of this****Section 11, oras otherwise required by law.

b.              ConfidentialInformation will not include information which is (i) known to the receivingParty at the time of disclosure; (ii) disclosed to third parties by thedisclosing Party without restriction on disclosure; (iii) becomes publiclyknown through no act or failure to act by the receiving Party; (iv) received bythe receiving Party from a third party without restriction as to itsconfidentiality; or (v) independently developed by the receiving Party withoutreference to the Confidential Information of the disclosing Party and is sodocumented.

c.               In the event eitherParty becomes compelled in any legal proceeding or is requested by agovernmental body having regulatory jurisdiction over the Party, to discloseConfidential Information of the other, the Party compelled or requested tofurnish the Confidential Information will use reasonable efforts to provide theother Party with timely notice in order for that Party to seek a protectiveorder or other remedy or otherwise object. In the absence of a protective order or other remedy, the Party maydisclose that portion of the Confidential Information that, based on advice ofits counsel, it is legally

 

***                           Certaininformation in this exhibit has been omitted and filed separately with thecommission.  Confidential treatment hasbeen requested with respect to the omitted portions.

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                        compelledto disclose or that has been requested by such governmental body, providedhowever, that it will use reasonable efforts (at no cost or expense to it) toobtain reliable assurance that confidential treatment will be accorded by anyperson to whom any Confidential Information is disclosed.  The provisions of this Section 11 do notapply to any proceeding between Parties.

d.              In no event willeither Party use the Confidential Information of the other Party to reverseengineer or otherwise develop products or services functionally equivalent tothe products or services of the disclosing Party.

e.               Neither Party shalldisclose this Agreement until such time as they reach final agreement withNasdaq and each other about the structure of the Warrants and RegistrationRights Agreement contemplated in paragraphs 28 and 29 hereof.

f.                 The Parties agreethat it would be difficult to measure the monetary damages that would beincurred by a Party by reason of the failure of the other Party to comply withthe terms of this Section 11.  TheParties therefore agree that either Party may seek injunctive relief, which theParties agree is appropriate for enforcement of this Section 11.  The provisions of this Section 11 willsurvive after the termination or expiration of this Agreement.

# **12.****                               Indemnification.**

a.               Each Party (the “IndemnifyingParty”) agrees to defend, indemnify, and hold harmless the other, and itsofficers directors, members, managers, employees, agents, affiliates,successors and permitted assigns (the “Indemnified Parties”) from and againstall losses, damages, and liability (including all claims, actions, suits,fines, interest, penalties, costs and expenses) incident, relative to orarising from (i) any claim relating to a misrepresentation or breach ofcovenant, warranty or obligation of the Indemnifying Party contained herein; or(ii) (A) any claim of infringement of a patent, copyright, trademark or otherlegally protectable intellectual property or proprietary right of any thirdparty; or (B) any injury to any person (including death) or damage to tangibleproperty (including theft), where and to the extent that in each instance inthis subsection (ii), such results from the acts or omissions of theIndemnifying Party, its employees or agents, whether negligent or otherwise.

b.              The obligations ofthe Indemnifying Party stated above in this Section 12 apply only if (i) anIndemnified Party promptly informs the Indemnifying Party in writing of anyclaim within the scope of this Section 12; (ii) subject to the limitations setforth in this Section 12, the Indemnifying Party is given exclusive control ofthe defense of such claim and all negotiations relating to its settlement; and(iii) the Indemnified Parties (at the Indemnifying Party expense) providesreasonable assistance to the Indemnifying Party with respect to the defense orsettlement of any such claim. Notwithstanding the foregoing, the Indemnifying Party shall not, withoutthe Indemnified Party’s consent (such consent not to be unreasonably withheld,delayed or conditioned), agree to any settlement which: (x) makes any admissionon behalf of the Indemnified Party; or (y) consents to any payment of money by(but not for the account of) or any injunction against the Indemnified Party.

 

***                           Certaininformation in this exhibit has been omitted and filed separately with the commission.  Confidential treatment has been requestedwith respect to the omitted portions.

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# **13.          DisputeResolution.**

a.               The Parties desireto resolve disputes arising out of or related to this Agreement withoutlitigation.  Accordingly, except for anaction seeking a temporary restraining order or injunction related to thepurposes of this Agreement, to enforce the provisions of Section 8 (“IntellectualProperty”) or Section 11 (“Confidential Information”) or to compel compliancewith this dispute resolution process, the parties agree to use the followingprocedure with respect to any controversy or claim arising out of or relatingto this Agreement, including the breach or enforcement hereof.  The Parties acknowledge that time is of theessence in resolving disputes.

b.              The Parties agree tosubmit such dispute to binding arbitration by a single arbitrator pursuant tothe Commercial Arbitration rules of the American Arbitration Association.  A Party may demand such arbitration in accordancewith the procedures set out in those rules.

c.               Discovery shall becontrolled by the arbitrator and shall be governed by the Federal Rules ofCivil Procedure.  Arbitration shall takeplace in a location mutually agreed upon by both parties and in the event nosuch location is agreed upon, arbitration shall take place in Portland,Oregon.  The arbitrator shall control thescheduling so as to process the matter expeditiously.  The Parties may submit written briefs.  The arbitrator shall rule on the dispute byissuing a written opinion within thirty (30) calendar days after the close ofthe hearings.  The time frames specifiedin this Section 13 may be extended upon mutual agreement of the Parties or bythe arbitrator upon a showing of good cause.

d.              Each Party shallbear its own fees, costs and expenses of arbitration, including its own legaland expert witness fees.  The Partiesshall equally split the fees of the arbitration and the arbitrator.  The arbitrator may award reimbursement ofreasonable costs and/or reasonable fees to the prevailing party.

e.               Any award renderedby the arbitrator will be final, conclusive, and binding upon the Parties, andany judgment thereon may be entered and enforced in any court of competentjurisdiction.

# **14.          Termination.**

a.               CUSTOMER mayterminate this Agreement upon written notice if Metro One has breached orfailed to perform any of its material obligations under this Agreement and suchbreach or failure continues for thirty (30) days after written notice to MetroOne indicating an intention to terminate and specifying the nature of suchbreach or failure of performance.

b.              Metro One mayterminate this Agreement upon written notice if CUSTOMER has breached or failedto perform any of the obligations under this Agreement set forth below and suchbreach or failure continues for the time period set forth below after writtennotice by Metro One indicating an intention to terminate and specifying thenature of such breach or failure of performance.

i.                  if CUSTOMER hasfailed to pay when due any invoice and such failure continues for ten (10) daysafter written notice to CUSTOMER; or

 

***                           Certaininformation in this exhibit has been omitted and filed separately with thecommission.  Confidential treatment hasbeen requested with respect to the omitted portions.

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ii.               if CUSTOMER hasbreached or failed to perform any of its other material obligations under thisAgreement and such breach or failure continues for thirty (30) days afterwritten notice to CUSTOMER.

c.               Either Party mayterminate this Agreement immediately by written notice to the other Party if:(a) any circumstance wouldrender the continued performance of this Agreement by either Party in violationof any applicable law, statute, rule or regulation (provided however, that atthe at the written request of a Party made within ten (10) days after receiptof written notice of such termination, each Party will appoint aplenipotentiary to meet and negotiate in good faith to rewrite this Agreementto avoid such violation, and the termination will be rescinded if agreement tothat effect is reached), (b) the other Party makes an assignment for thebenefit of creditors or makes an admission in writing of its inability to paydebts as they mature; (c) the other Party files a voluntary petition for reorganizationor arrangement under the U.S. Bankruptcy Code or files an answer consenting toor acquiescing in any such petition; provided that prior to Metro Onefiling a voluntary petition for reorganization under the U.S. Bankruptcy Code,Metro One shall notify CUSTOMER and negotiate in good faith and consistent withits legal and fiduciary obligations as a debtor about to take such action, ifCUSTOMER chooses to purchase the assets of Metro One that are required toservice the CUSTOMER’s business;  (d)there is filed against the other Party an involuntary petition under the U.S.Bankruptcy Code, an application for the appointment of a receiver for itsassets, or an involuntary petition seeking liquidation, reorganization orarrangement under any other federal or state bankruptcy or insolvency laws,provided the same will not have been vacated, set aside or stayed within sixty(60) days after filing or is entered against the other Party as a final,non-appealable order for relief under any other bankruptcy, insolvency orsimilar law now or hereafter in effect; or (d) such Party reasonably and ingood faith determines, based upon its review of the other Party’s financialstatements and other financial information provided in accordance with Section9b., that there is a substantial and material risk that such other Party willnot be able to fulfill its financial or service****obligationsunder this Agreement.

d                 Upon terminationor expiration of this Agreement, in addition to any other rights or remedies ofeither Party, Metro One will Promptly mail to CUSTOMER a final invoice foramounts payable under Section 5 (“Compensation”).

e.               Upon termination orexpiration of this Agreement, both Parties will:

i.                  Cease to providethe services pursuant to this Agreement; and

ii.               Promptly return tothe other Party, at its request, all its Confidential Information which is intangible form or certify destruction of such Confidential Information; and

iii.            Cease all use of theother Party’s trademarks, service marks, proprietary product features, andintellectual properties related thereto.

 

***                           Certaininformation in this exhibit has been omitted and filed separately with thecommission.  Confidential treatment hasbeen requested with respect to the omitted portions.

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# **15.          Assignment;Binding Effect.**

Neither Party mayassign or transfer this Agreement or any of its obligations hereunder withoutthe prior written consent of the other, which consent will not be unreasonablywithheld, conditioned or delayed.  For thepurposes of the foregoing sentence, no assignment or transfer will be deemed tohave occurred if a Party merges, sells all or substantially all its assets orcompletes any other transaction which has the effect of transferring, directlyor indirectly, effective control of that Party to another person or entity.This Agreement will be binding upon and inure to the benefit of the Parties andtheir successors and permitted assigns.

# **16.          Survivalof Obligations.**

a.               The obligations setforth in Sections 8 (“Intellectual Property”), 11 (“Confidential Information”),13 (“Dispute Resolution”), this Section 16 (“Survival of Obligations”), and thefollowing Sections 17 through 26, to the extent they contain general provisionsthat affect this Agreement and its interpretation, and the Exhibits to thisAgreement will survive any termination or expiration of this Agreement.

b.              Indemnityobligations under Section 12 (“Indemnification”) will survive for a period ofthree (3) years after any termination or expiration of this Agreement.

# **17.****                               Interpretation.**

The headings usedin this Agreement are for the purpose of reference only and will not otherwiseaffect the meaning or interpretation of any provision of this Agreement.  All pronouns and all variations thereof will bedeemed to refer to the masculine, feminine or neuter, and all terms to thesingular or plural, as the context in which they are used may be required.  In the event any claim is made relating toany conflict, omission or ambiguity in this Agreement, no presumption or burdenof proof or persuasion will be implied by virtue of the fact that thisAgreement was prepared by or at the request of a particular party or itscounsel.  Unless otherwise expresslyprovided, “including” does not limit the preceding words or terms, “or” is usedin the inclusive sense, and references to numbered Sections or Exhibits referto such Sections or Exhibits of or to this Agreement.

# **18.****                               Notices.**

Notices requiredby this Agreement must be sent by certified mail, return receipt requested, tothe address listed below, or to such address as the parties may from time totime by notice provide.
| **To Metro One:** |   | President                          |
|-------------------|--------|------------------------------------|
|              |   | Metro One Telecommunications, Inc. |
|              |   | 11200 Murray Scholls Place         |
|              |   | Beaverton, Oregon 97007            |
|              |   | FAX:****[*******]                  |

 

***                           Certaininformation in this exhibit has been omitted and filed separately with thecommission.  Confidential treatment hasbeen requested with respect to the omitted portions.

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| **To CUSTOMER:** | ** ** | Chief Technology Officer                          |
|------------------|------------|---------------------------------------------------|
|             |       | Jingle Networks, Inc.                             |
|             |       | 8 New England Executive Park, West Wing 3rd Floor |
|             |       | Burlington, MA 01803                              |
|             |       | FAX: [***]                                        |

 

Any notice orother communication hereunder will be deemed given when personally delivered,transmitted by facsimile with confirmation generated by the transmittingequipment, the next day after delivery by an overnight courier service withconfirmation by airbill, or the fourth (4th) day after deposit in the United Statesmail, certified with return receipt requested and postage prepaid, except thatnotice of change of address or facsimile number by a Party will be consideredgiven when received by the other Party.

# **19.****                               Severability.**

If for any reasonany term or provision of this Agreement is determined to be illegal, invalid orunenforceable, all other terms and provisions of this Agreement willnevertheless remain in full force and effect. Upon such determination that any term or provision is illegal, invalidor unenforceable, the Parties will negotiate in good faith to modify thisAgreement so as to effect the original intent of the Parties as closely aspossible in a mutually acceptable manner in order that the arrangementcontemplated hereby is continued as originally contemplated to the greatestextent.

# **20.****                               IndependentContractor.**

The relationshipof the Parties created by this Agreement is that of independent contractors,and nothing contained in this Agreement will be construed to constitute theParties as partners, joint venturers or otherwise as participants in a joint orcommon undertaking.

# **21.****                               NoThird Party Beneficiaries.**

Nothing expressedor implied in this Agreement is intended or will be construed to confer or giveany person (including Callers) other than the Parties and their respectivesuccessors and permitted assigns any rights or remedies under or by reason ofthis Agreement.

# **22.****                               ForceMajeure.**

Neither Party willbe responsible for any delay in or failure of performance of its obligationshereunder if and to the extent such delay or failure of performance is causedby occurrences beyond its reasonable control, including acts of God or thepublic enemy; accidents, fires or explosions; war, civil unrest or terroristattacks; strikes, lock-outs or other labor disputes or concerted acts ofpersonnel; compliance with any order or request of governmental authority;

 

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telecommunicationtransmission or network failures; difficulties with information storage andretrieval systems; shortages, of power or materials; and other similaroccurrences, whether or not of the same class or kind as those specificallyidentified above.  Such a delay or failureof performance will not be construed as a breach or failure to perform by thatParty under Section 14 (“Termination), provided such a delay or failure ofperformance does not continue for more than sixty (60) days and such Party (i)promptly notifies the other Party and furnishes information concerning theoccurrence and its expected duration; (ii) uses commercially reasonable effortsto avoid or remove the cause of the nonperformance; and (iii) proceeds toperform its obligations with dispatch when such cause is removed.

# **23.****                               Limitationof Liability.**

a.               Except with respect to items covered inSection 12(a)(ii)   in no eventwill either Party’s liability to the other Party for damages of any kindarising out of or in connection with this Agreement, whether claimed incontract, equity, tort (including negligence or strict liability), warranty orotherwise, exceed Two Million Dollars ($2,000,000.00).

b.              In no event willeither Party be liable to the other Party for any special, incidental, indirector consequential losses or damages of any kind, or for the loss of profit,revenue or data of such other Party arising out of or in connection with thisAgreement, even if the first Party had been advised of the possibility of suchpotential loss or damage and whether or not such loss or damage is caused bythe fault or negligence (not to include willful misconduct or gross negligence)of the first Party, its employees, affiliates, agents, or subcontractors.

c.               It is agreed thatthe limitation of liability set forth in this Section 23, allocates the commercialrisk between Metro One and CUSTOMER arising out of or in connection with thisAgreement, including Service failure, and that the prices and other terms andconditions of this Agreement reflect this allocation of risk.

# **24.****                               Waiver.**

The failure ofeither Party at any time to enforce any obligation by the other Party, to claima breach of any term of this Agreement or to exercise any right agreed tohereunder will not be construed as a waiver of any of its rights under thisAgreement, and will not affect any subsequent breach or enforcement.  No waiver of any portion of any provision ofthis Agreement, or any breach thereof, will be construed as a continuing waiveror will constitute a waiver of any other provision or breach.

# **25.****                               ApplicableLaw.**

This Agreementwill be governed by, and construed and enforced in accordance with, the laws ofthe State of New York, without regard to its principles of conflicts oflaw.  Subject to Section 13 (“DisputeResolution”), the Parties agree to the exclusive jurisdiction, and herebyirrevocably waive objection as to the

 

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jurisdiction andvenue, of the state and federal courts situated in New York, New York.

# **26.****                               EntireAgreement.**

This Agreement andthe Exhibits attached hereto constitute the entire agreement between theParties, and supersede any and all prior negotiations, representations, correspondence,understandings and agreements with respect to the subject matter hereof.  No amendment or modification of any of theterms of this Agreement will be effective unless in writing signed by bothParties.

**27.          Affiliates.**

This Agreement is entered into by CUSTOMER on its own behalf and onbehalf of its Affiliates. References to CUSTOMER in this Agreement shallinclude its Affiliates, except to the extent the Parties agree otherwise or thecontext otherwise requires, it being understood that CUSTOMER shall not berelieved of any of its obligations under this Agreement, including Section 5 (“Compensation”).  No Affiliate isauthorized or allowed to modify any policies, processes, procedures, etc. thathave been agreed to by the Parties without the prior consent of Metro One andCUSTOMER**.**

**28.          NASD Approval**.

This Agreement and the Warrants are non-binding and shall benon-enforceable between the parties, and the effectiveness of this Agreementand the Warrants is expressly contingent on the non-objection of Nasdaq to theWarrants and to the terms and conditions of this transaction.  Promptly after the execution of thisAgreement, Metro One shall notify Nasdaq in compliance with NASD MarketplaceRule 4310(c)(17) of the terms of the Warrants and the transaction and shalldiligently pursue the approval or acquiescence of Nasdaq.  Should Nasdaq object to any term or conditionto the Warrants or to this transaction, the parties in good faith shallnegotiate with Nasdaq and with each other to agree upon substitute terms andconditions that are mutually acceptable to Metro One and CUSTOMER and that aresatisfactory to Nasdaq.  Should theparties be unable to agree upon such alternate terms or conditions within tendays after receipt of notice of Nasdaq’s objections or concerns, then thisAgreement and the Warrants shall not become effective unless the partiesotherwise agree, and in the absence of such an agreement this Agreement and theWarrants shall be deemed to have terminated.

**29.          Registration Rights Agreement.**

Within seven days of the execution of this Agreement, the parties shallin good faith negotiate and execute a Registration Rights Agreement pursuant towhich shares of Metro One issuable upon CUSTOMER’s exercise of the Warrants maybe registered under the federal securities laws.  Should the parties be unable to

 

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agree on a Registration Rights Agreement on mutually satisfactory termswithin such seven day period, this Agreement and the Warrants shall not becomeeffective, whereupon this Agreement and the Warrants shall be deemed to haveterminated regardless of the status with Nasdaq as provided above.  If a Registration Rights Agreement isexecuted within such period, it shall be subject to effectiveness andtermination the same as the Agreement and Warrants with respect to the aboveprovisions pertaining to Nasdaq.

[REMAINDER OF PAGEINTENTIONALLY LEFT BLANK]

 

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Entered into as of thedate and year first above written.
| ** METRO ONE**          | **CUSTOMER**                |
|------------------------------|-----------------------------|
| **TELECOMMUNICATIONS, INC.** | **JINGLE NETWORKS, INC.**   |
| ** **                   | ** **                  | ** ** | ** ** |
| **By:**                      | **/s/ Gary Henry**          | **By:** | **/s/ Scott Kliger** |
| ** **                   | ** **                  | ** ** | ** ** |
| ** **                   | **(Signature)**             | ** ** | **(Signature)** |
| ** **                   | ** **                  | ** ** | ** ** |
| ** **                   | **Gary Henry**              | ** ** | **Scott Kliger** |
| ** **                   | **(Name)**                  | ** ** | **(Name)** |
| ** **                   | ** **                  | ** ** | ** ** |
| ** **                   | **Chief Executive Officer** | ** ** | **Chief Technical Officer** |
| ** **                   | **(Title)**                 | ** ** | **(Title)** |

 

 

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** **

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# **EXHIBIT 1                            Definitions**

| Term                     | ** ** | **Definition**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Access Number            |       | 1-800-FREE411 or such other 800 number(s) as are  provided and maintained by Customer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Affiliate                |       | Any corporation, limited liability company,  partnership, limited liability partnership, joint venture or other entity or  unincorporated association controlling, controlled by or under common control  with CUSTOMER, directly or indirectly by or through one or more  intermediaries, including actual control or the power to control by virtue of  an equity or similar ownership interest or otherwise, at any time during this  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Business Day             |       | Any day other than a Saturday or Sunday or a day on  which banking institutions in the State of Oregon are authorized by law or  executive order to be closed. Unless designated as Business Days, any  references to days will be calendar days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| Call(er(s))              |       | An entity or person placing or directing a telephone  or other form of call to CUSTOMER, which call is then routed by CUSTOMER to  Metro One for provision of the Services, or, as the context requires, the  telephone or other call placed by such entity or person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Committed Volume         | ** ** | **[***]**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Confidential Information |       | Except as provided in the Agreement, all information  that relates to the business, technology, systems, Callers, finances, plans  (including marketing plans), proposals or practices of the respective Party,  including information relating to the System and the number, destination,  duration or identities of Callers, customers and prospects, all reports or  other call records provided pursuant to this Agreement, all business plans  and proposals, all marketing plans and proposals, all technical plans and  proposals, all research and development, all budgets and projections, all  nonpublic financial information, all information designated as “confidential”  and/or “proprietary,” and all other information and matters of a confidential  or proprietary nature, including the terms of this Agreement. The term  “Confidential Information”, will apply to every form and medium of such  information whatsoever, whether written, oral or electronically stored on  film, tape, computer disk or other form of media. |
| Forecasted Volume        | ** ** | **[***]**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Launch Date              |       | July 1, 2006, or such other date as may be agreed to  in writing by the Parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

 

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| Operators          | The live operators utilized by Metro One in  providing Services to Callers.                                                                                                                                                                                                                                              |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Preferred Provider | The vendor, person or entity that is allocated no  fewer Calls by CUSTOMER and its Affiliates than as allocated to any other  vendor, person or entity (including their respective Affiliates) providing  services potentially competitive or competitive with the Services provided by  Metro One under this Agreement. |
| System             | Metro One’s proprietary system that enables it to  perform Services.                                                                                                                                                                                                                                                |

 

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# **EXHIBIT 2                            Telecom Information Services to beProvided**

|                                                      | **Definition**                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Telecom  Information Services (“Services”) | Directory assistance provided by Metro One in call  centers located in the United States. Upon the Caller’s request for telephone  number listing and CUSTOMER’s routing of such Call to Metro One, Metro One  Operators will interface with the Caller and will access Metro One’s database  of United States and Territories telephone number listings, and will then  return the appropriate listing electronically to CUSTOMER for presentation to  the Caller. |

 

 

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# **EXHIBIT 3            ServiceStandards**

**[***]**

 

 

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**EXHIBIT3A         Procedures Manual**

# [***]

 

 

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# **EXHIBIT 4            PrincipleSites for Provision of Service**

**[***]**

 

 

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# **EXHIBIT 5            CallVolume and Compensation Rates for Services**

**[***]**

 

 

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# **EXHIBIT 6                            Invoice**

**[***]**

 

 

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###### **EXHIBIT7            Failure Notice**

[***]

 

 

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