ex102.htm


    Exhibit
      10.2


    


    DISTRIBUTOR
      AGREEMENT

    


    This
      Agreement (“Agreement”) effective as of April 2, 2007
      (“Effective Date”)

    


    BETWEEN:

    


    Global
      Roaming Inc. (“CelTrek”)

    a
      duly
      formed Nevada corporation with principal address of

    1021
      Ives
      Dairy Road Suite 216, Miami, Fl 33179 USA

    


    and

    


    DISTRIBUTOR
      NAME (“Distributor”)

    FreeCom
      LLC. a duly formed Florida corporation with principal address of,

    18851
      NE
      29th Avenue.Suite 736, Aventura, Fl 33180 USA

    


    


    RECITALS

    


    WHEREAS
      Distributor is in the business, inter alia, of distributing
      telecommunication services and products; and

    


    WHEREAS
      CelTrek is a Mobile Virtual Network Operator (MVN) providing a GSM
      mobile local and international roaming service; and

    


    WHEREAS
      CelTrek desires to grant certain exclusive distribution rights for
      the
      sale of CelTrek GSM prepaid phone cards, and Distributor desires to obtain
      said
      rights from CelTrek under the terms and conditions set forth in this
      Agreement.

    


    Now
      therefore this Agreement witnesses that in consideration
      of the premises, mutual covenants and agreements herein and other good and
      valuable consideration, the sufficiency of which is hereby acknowledged, the
      parties agree as follows:

     

    
      	
              7  

            	
              DEFINITIONS

            


    

     

    


    “Commissions”
      shall be as defined in Section 6.

    


    “Gross
      Receipts” shall mean all monies actually received by the Distributor throughout
      the Territory during the Term and shall include all sub-agent and
      sub-distributor fees, any such sub-agent and fees.

    


    “Net
      Reciepts” shall mean Gross Receipts less any duties, credits for discounts,
      refunds, replacements and returns.

    


    “Product”
      shall mean the CelTrek GSM SIM Card, the CelTrek prepaid GSM service which
      requires the CelTrek GSM card and other CelTrek Services as specified in
      Schedule B.

    


    “CelTrek
      GSM SIM Card” a GSM smartcard chip required to be inserted to a TRI BAND
      unlocked GSM phone to use the CelTrek Prepaid GSM service.

    


    Trademarks.  "Trademarks"
      shall mean any trademarks, service marks or tradenames of CelTrek associated
      with the Product or as designated by CelTrek.

    


    Territory.
      "Territory" shall be as defined in Section 3

     

    
      	
              8  

            	
              GRANT
                OF DISTRIBUTION RIGHTS:

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


     

    
      	
              8.1  

            	
              CelTrek
                grants to the Distributor exclusive right, license and privilege
                to
                distribute the Product throughout their website
                www.freecomonline.com and through any license or sub distributor’s
                website authorized by Distributor and through any website of or affiliated
                with CelTrek, including CelTrek.com and any other worldwide website
                distributing the Product now or hereafter operating .for the applicable
                Term, as defined hereunder expect for CelTrek’s distributors or affiliate
                agents in place prior date of this Agreement. For those CelTrek will
                share
                equally commission with the
                Distributor

            


    

     

    
      	
              8.2  

            	
              In
                addition Distributor shall have the non-exclusive right to distribute
                the
                Product worldwide.

            


    

     

    
      	
              8.3  

            	
              All
                orders  through CelTrek’s website or through anyone on the
                internet shall be deemed Distributor orders with Distributor entitled
                to a
                commission thereon as setforth
                herein.

            


    

     

    
      	
              2.3

            	
              The
                parties agree that all orders from any website worldwide (whether
                controlled by CelTrek, Distributor or a third person)and whether
                supplied
                or processed by CelTrek, Freecom, or any other person, shall be deemed
                sales by Distributor and a commission shall be paid on
                them.

            


    

     

    
      	
              9  

            	
              TERM
                AND TERRITORY

            


    

     

    
      	
              9.1  

            	
              The
                Term of this Agreement shall be 5 years commencing on the Effective
                Date
                of payment of $250.000 by certified check unless sooner terminated
                in
                accordance with this Agreement and upon the expiry of the Term the
                contract shall automatically renew without further documentation
                or
                agreements being necessary for successive terms of the same
                duration.

            


    

     

    
      	
              9.2  

            	
              The
                Territory of this Agreement shall be web
                worldwide.

            


    

     

    
      	
              9.3  

            	
              The
                Distributor will pay $250.000 ( two hundred fifty thousand dollars)
                to
                CelTrek- Global Roaming Inc.  to acquire exclusive right,
                license, and privilege to distribute the Product CelTrek GSM SIM
                card as
                set forth above.

            


    

     

    
      	
              10  

            	
              DISTRIBUTOR

            


    

     

    
      	
              10.1  

            	
              The
                Distributor agrees to use commercially reasonable efforts consistent
                with
                industry standards to distribute the
                Product.

            


    

     

    
      	
              10.2  

            	
              Comply
                with the highest ethical standards when performing under this Agreement.
                Distributor agrees that in such performance, it will not directly
                or
                indirectly pay, offer or authorize payment of anything of value (either
                in
                the form of compensation, gift, contribution or otherwise) to any
                person
                or organization contrary to applicable law including the laws of
                the
                United States (such as the Foreign Corrupt Practices Act) and the
                laws of
                the country in which the Distributor provides services under this
                Agreement.

            


    

     

    
      	
              10.3  

            	
              CelTrek
                shall be responsible for customer service support to any purchaser
                to
                which Distributor sold CelTrek
                Product.

            


    

     

    
      	
              11  

            	
              RELATIONSHIP
                BETWEEN CELTREK AND
                DISTRIBUTOR

            


    

     

    
      	
              11.1  

            	
              Distributor
                is not an agent, employee or legal representative of CelTrek, but
                an
                independent contractor. Distributor does not have any authority to
                assume
                or create any obligation or responsibility on behalf of CelTrek or
                bind
                CelTrek in any manner whatsoever. The relationship between CelTrek
                and
                Distributor is that of vendor and
                vendee.

            


    

     

    
      	
              11.2  

            	
              Nothing
                contained in this Agreement shall be construed to make the Distributor
                the
                agent for CelTrek for any purpose, and neither party hereto shall
                have any
                right whatsoever to incur any liabilities or obligations on behalf
                or
                binding upon the other party. The Distributor specifically agrees
                that it
                shall have no power or authority to represent CelTrek in any manner;
                that
                it will solicit orders for products as an independent contractor
                in
                accordance with the terms of this Agreement; and that it will not
                at any
                time represent the CelTrek in any manner; that it will solicit orders
                for
                products as an independent contractor in accordance with the terms
                of this
                Agreement; and that it will not at any time represent orally or in
                writing
                to any person or corporation or other business entity that it has
                any
                right, power or authority not expressly granted by this
                Agreement.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	
              12  

            	
              DISTRIBUTOR’S
                COMMISSION

            


    

     

    
      	
              12.1  

            	
              Distributor
                shall be entitled Commission as specified in ANNEX
                A.

            


    

     

    
      	
              12.2  

            	
              For
                clarity, such Commission shall be inclusive of any sub distribution
                or sub
                agency fees.

            


    

     

    
      	
              12.3  

            	
              The
                commission will be paid in United States Dollars or in such other
                currency
                agreed to by the parties in writing and in conformity with any
                applicable
                regulations.

            


    

     

    
      	
              12.4  

            	
              AfterTermination
                of this Agreement for any reason, Distributor shall not receive
                commissions for any customer which purchased the Product under the
                terms
                of this Agreement during the term of this
                Agreement.

            


    

     

    
      	
              13  

            	
              RECORDS

            


    

     

    
      	
              13.1  

            	
              Distributor
                shall maintain in the State or Country of his registered address
                proper
                books and records (“Reports”) in relation to the matters set out in this
                Agreement and in accordance with generally accepted accounting
                principles.  For the purpose of verifying the accuracy of the
                Reports and the remittance of Net Receipts, CelTrek or its authorized
                agent shall be entitled, during normal business hours and upon 48
                hours
                prior notice, to examine at its own expense such books and records,
                and
                may at any time and at its own expense require an audit of such books
                and
                records.

            


    

     

    


    
      	
              7.2

            	
              Distributor
                shall pay all hardware to CelTrek on C.O.D. F.O.B. Aventura as described
                in Annex A. Air-time shall be collected by Distributor through their
                website. Distributor shall pay Air Time on the 30th
                of each
                montjh of consumed Air-time only. Payment shall be received no later
                than
                5th
                of
                the following month.

            


    

     

    
      	
              14  

            	
              PROPRIETARY
                RIGHTS

               

              CelTrek
                expressly prohibits any direct or indirect use, reference to, or
                other
                employment of its name, Trademarks, or trade name exclusively licensed
                to
                CelTrek, except as specified in this Agreement or as expressly authorized
                by CelTrek in writing. All advertising and other promotional material
                will
                be submitted to CelTrek at least two weeks in advance and will only
                be
                used if CelTrek consents thereto in writing, which consent shall
                not be
                unreasonably withheld. CelTrek hereby authorizes and requires
                Distributor's use of the CelTrek's insignia or lettering which will
                be on
                the products at the time of the delivery. CelTrek hereby authorizes
                the
                Distributor's use of the legend set forth below. The CelTrek shall
                submit
                to the Distributor in writing full particulars prior to any use of
                the
                authorized legends, on stationery, invoices, promotion material or
                otherwise, and shall not proceed with such use unless and until the
                CelTrek's written approval shall have been
                received.

            


    

     

    
      	
              14.1

            	
              Authorized
                legend shall be the following:

            


    

     

    “Authorized
      CelTrek Distributor”

     

    
      	
              14.2  

            	
              If
                the authorized legend is used on any stationery, invoices, promotion
                material or otherwise by Distributor, Distributor will, on termination
                of
                this Agreement, or upon request of CelTrek, discontinue the use of
                such
                legend on any stationery, invoices, promotion material or otherwise
                and
                thereafter will not use, either directly or indirectly in connection
                with
                its business, such legend or any other names, titles of expressions
                so
                nearly resembling the same as would likely lead to confusion or
                uncertainty, or to deceive the
                public.

            


    

     

    
      	
              15  

            	
              DELIVERY
                OF CELTREK GSM SIM CARDS

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              15.1  

            	
              Distributor
                shall order CelTrek GSM SIM Card by written notice to CelTrek. Each
                order
                shall specify the number of units to be shipped, the type of units
                to be
                shipped (as identified by CelTrek model number designations indicated
                in
                Schedule A) and the desired method of shipment. CelTrek shall indicate
                its
                acceptance of such release by returning a signed copy to
                Distributor.

            


    

     

    
      	
              15.2  

            	
              CelTrek
                agrees to ship units to Distributor as close as possible to the delivery
                schedule set forth in each order as accepted by CelTrek, unless CelTrek
                otherwise indicates in writing. CelTrek shall not be required to
                honor any
                release which: (a) specifies a shipping date earlier than CelTrek's
                then
                current delivery schedule for the date such release is received by
                CelTrek
                and/or (b) specifies a quantity to be delivered in any one month
                within
                the current delivery schedule which is greater than one hundred percent
                (100%) of the total quantity shipped in the preceding sixty (60)
                day
                period.

            


    

     

    
      	
              15.3  

            	
              All
                shipments of CelTrek SIM Card shall be made FOB at CelTrek Shipping
                location and liability for loss or damage in transit, or thereafter,
                shall
                pass to Distributor upon CelTrek's delivery of CelTrek SIM Card to
                a
                common carrier for shipment. Shipping dates are approximate and are
                based,
                to a great extent, on prompt receipt by CelTrek of all necessary
                ordering
                information from Distributor. Distributor shall bear all costs of
                transportation and insurance and will promptly reimburse CelTrek
                if
                CelTrek prepays or otherwise pays for such
                expenses.

            


    

     

    
      	
              16  

            	
              NONDISCLOSURE

            


    

     

    All
      information transferred or otherwise revealed to Distributor by CelTrek under
      this Agreement, including but not limited to, engineering information,
      manufacturing information, technology, know-how and price books or lists, will
      at all times remain CelTrek's property. Distributor shall at all times hold
      such
      information confidential and shall not disclose any such information if not
      otherwise within the public domain. Upon any termination of this Agreement,
      or
      as CelTrek directs from time to time, Distributor shall promptly return all
      such
      information to CelTrek, together with any copies or reproductions thereof.
      Distributor's obligations under this section shall survive any termination
      of
      the Agreement.

     

    
      	
              17  

            	
              TERMINATION

            


    

     

     

    
      	
              17.1  

            	
              If
                the Distributor or CelTrek ceases to function as a going concern
                or makes
                an assignment for the benefit of creditors; upon a petition in bankruptcy
                is filed by or against the Distributor, resulting in an adjudication
                of
                bankruptcy; or, upon the Distributor failing to pay its debts as
                they
                become due and provided due notice has been given by the CelTrek
                to the
                Distributor and the Distributor has not cured such breach within
                thirty
                (30) days thereof.

            


    

     

     

    
      	
              17.2  

            	
              Upon
                termination of this Agreement all further rights and obligations
                of the
                parties shall cease, except that Distributor and CelTrek shall not
                be
                relieved of (i) its obligation to pay any monies due, or to become
                due, as
                of or after the date of termination, and (ii) any other obligation
                set
                forth in this Agreement which is to take effect after the date of
                termination.

            


    

     

     

    
      	
              18  

            	
              NOTICE

            


    

     

    Any
      notice required or permitted to be given hereunder shall be in writing and
      shall
      be deemed given (i) when delivered personally to any officer of the party being
      notified; or (ii) on the third business day after being sent by registered
      or
      certified mail, postage prepaid, facsimile telecopy, addressed as
      follows:

    


    To
      CelTrek:

    Global
      Roaming Inc. (“CelTrek”)

    Attention
      to the Director, Mr Florian SEROUSSI

    1021
      Ives
      Dairy Road Suite 216, Miami Fl, 33179 USA

    


    To
      Distributor:

    FreeCom
      LLC c/o Adv. FREEMAN

    Address:
      520 Brickell Drive, Miami, Fl 33131 USA

    


     

    
      	
              19  

            	
              DISPUTES

            


    

     

    All
      disputes arising out of or in connection with the present contract shall be
      finally settled under the Rules of Arbitration of the International Chamber
      of
      Commerce by one or more arbitrators appointed in accordance with the said
      Rules.

     

    
      	
              20  

            	
              FORCE
                MAJEURE

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    CelTrek
      shall not be in default by reason of any failure in its performance under this
      Agreement if such failure results from, whether directly or indirectly, fire,
      explosion, strike, freight embargo, Act of God or of the public enemy, war,
      civil disturbance, act of any government, de jure or de facto, or agency or
      official thereof, material or labor shortage, transportation contingencies,
      unusually severe weather, default of any other manufacturer or a supplier or
      subcontractor, quarantine, restriction, epidemic, or catastrophe, lack of timely
      instructions or essential information from Distributor, or otherwise arisen
      out
      of causes beyond the control of CelTrek. Nor shall CelTrek at any time be liable
      for any incidental, special or consequential damages.

     

     

    
      	
              21  

            	
              MODIFICATION

            


    

     

    This
      Agreement may not be modified except by amendment reduced to writing and signed
      by both CelTrek and Distributor. No waiver of this Agreement shall be construed
      as a continuing waiver or consent to any subsequent breach thereof.

     

    
      	
              22  

            	
              SEVERABILITY

            


    

     

    In
      the
      event any portion of this Agreement is deemed to be invalid or unenforceable,
      such portion shall be deemed severed and the parties agree that the remaining
      portions of this Agreement shall remain in full force and effect.

     

    
      	
              23  

            	
              ASSIGNMENT

            


    

     

    Neither
      party may assign or otherwise transfer this Agreement without the written
      consent of the other party. This Agreement shall ensure to the benefit of and
      bind the parties hereto and their respective legal representatives, successors
      and assigns.

    


    
      	
              17.1

            	
              In
                case both parties decide not to renew the Agreement as per Article
                3.1
                CelTrek and the Distributor shall define terms and conditions of
                transfer
                of clientele ownership. Market value shall be define in accordance
                with
                both parties.

            


    

    


     

    
      	
              24  

            	
              WARRANTIES
                AND COVENTS

            


    

     

    


    18.1      Warranty
      Description.   CelTrek warrants that:

    


    Provide
      to the distributor all software bug fixes, software patches and software
      work-arounds which CelTrek publishes from time to time in relation to the System
      or any part thereof (the “Updates”).

    


    
      	
              18.2

            	
              Distributor
                and CelTrek shall maintain and keep their website updated. Distributor
                shall bare all costs associated with their website. All orders on
                through
                its website or on the internet shall be deemed Distributor orders
                with
                Distributor entitled to a commission thereon as setforth
                herein

            


    

    


    
      	
              18.3

            	
              Limitation
                on Warranties.   The warranty in Article 7.1.3 and
                7.1.4 above does not include any kind of malfunction resulting from
                improper storage, installation, testing, operation or maintenance
                unless
                performed in accordance with CelTrek's instructions, or neglect,
                accident,
                fire, lightning, power or air conditioning failure or other hazard,
                unreasonable use, or servicing or modification of the System or part
                thereof by anyone other than CelTrek or an organization certified
                by
                CelTrek.

            


    

    All
      services and equipment not under warranties of CelTrekU shall be given at an
      additional cost or as agreed upon between the parties.

    


    
      	
              18.4

            	
              Survival
                of Warranties.   The provisions of this Article 18
                shall survive the expiry or any termination of this Agreement for
                any
                cause under the sole condition and as long as the Distributor shall
                pay
                all due costs and payments due to CelTrek under this agreement and
                its
                exhibits.

            


    

    


    
      	
              18.5

            	
              THE
                WARRANTIES PROVIDED IN THIS ARTICLE 18 CONSTITUTE CelTrek'S SOLE
                AND
                EXCLUSIVE LIABILITY FOR DEFECTIVE OR NONCONFORMING EQUIPMENT, SOFTWARE
                AND
                SERVICES AND SHALL CONSTITUTE THE SOLE WARRANTY PROVIDED BY
                CelTrek.  THESE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES
                EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED
                WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                PURPOSE.

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

     

    
      	
              25  

            	
              FRAUD
                AND SUSPENSION OF SERVICE

            


    

     

    
      
        	
                19.1

              	
                The
                  Distributor may suspend and instruct CelTrek to suspend services
                  to its
                  customers in any case of suspected fraudulent or unauthorized
                  use.

              


      

       

      In
        any
        case of fraud or any illegal use The Distributor shall bear all costs
        arising from that use of the CelTrek system and services rendered including
        and
        not limited to payment of considerations due to
CelTrek.

    

    


    
      	
              19.2

            	
              
                Any
                  Liability for damage, loss or use of SIM cards, and especially
                  any
                  fraudulent use thereof, shall be the Distributot's.  The
                  Distributor shall bear and pay all costs and consideration due
                  to CelTrek
                  in such case.

              

            	
               

            


    

    


    
      	
              19.3

            	
              None
                of the above shall impose or be interpreted as imposing any responsibility
                or liability on CelTrek to monitor or detect illegal activities
                and fraudulent acts by the Distributore, it's customers or anyone
                on his behalf.

            


    

    


    
      	
              19.4

            	
              CelTrek
                may suspend Services to particular customers in the following
                events:

            


    

    


    
      	
              19.4.1

            	
              Customers
                using illegal or defective
                equipment;

            


    

    


    
      	
              19.4.2

            	
              Customers
                causing technical or other problems on the CelTrek system or on the
                system
                of a GSM operator in any Country of
                Service;

            


    

    


    
      	
              19.4.3

            	
              Inability
                to authenticate Customer’s
                subscription;

            


    

    


    
      	
              19.4.4

            	
              Suspension
                of service by any GSM operator in any Country of
                Service;

            


    

    


    
      	
              19.4.5

            	
              Suspension
                of service or failure of the facilities of any other third party,
                including international and domestic carriers or GSM
                operators.

            


    

    


    
      	
              19.4.6

            	
              In
                any case of suspension of services to CelTrek's
                customers

            


    

    


    


    
      	
              19.5

            	
              Notwithstanding
                the above, the CelTrek shall, to the extent possible, notify
                the DIstributor in advance of any suspension of Services with
                respect to which it receives advance notice and coordinate with the
                Distributor  the steps which should be taken in order to
                minimize the effect of such suspension on the
                Services.

            


    

    


    
      	
              19.6

            	
              All
                such suspension of services shall be deemed as "force major" as defined
                in
                this Agreement shall apply.

            


    

    


     

    
      	
              26  

            	
              INDEMNITIES

            


    

     

    


    
      	
              20.1

            	
              Each
                party hereby indemnifies the other party and shall save the other
                party
                harmless from and against injuries, loss and/or damage to the other
                party's employees and/or its tangible personal property and/or to
                the
                person or tangible personal property of third parties to the extent
                caused
                by the willful or negligent acts or omissions of that party or any
                breach
                of this Agreement.

            


    

    


    
      	
              20.2

            	
              NEITHER
                CelTrek NOR THE DISTRIBUTOR BE LIABLE
                FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (HOWEVER
                ARISING), INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF
                USE, LOSS
                OF REVENUES OR DAMAGES TO BUSINESS OR REPUTATION ARISING FROM THE
                PERFORMANCE OR NON-PERFORMANCE OF ANY ASPECT OF THIS AGREEMENT WHETHER
                OR
                NOT CelTrek OR THE DISTRIBUTOR SHALL HAVE BEEN MADE AWARE OF THE
                POSSIBILITY OF SUCH LOSS.

            


    

     

    Should
      the performance of this Agreement or any obligation under it be prevented
or
      restricted or interfered with by reason of circumstances beyond the control
      of
      the parties (including, but not limited to, legislative restrictions), the
      party
      so effected upon giving prompt notice to the other party shall be excused from
      performance to the extent of the prevention, restriction, or interference but
      said party shall use its best efforts to avoid or remove such causes of
      non-performance under this Agreement.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              27  

            	
              LIMITATIONS
                OF LIABILITY

            


    

     

    No
      claims
      of any kind, whether as to materials delivered or for no delivery of materials
      from CelTrek, and whether arising in tort or contract, shall be greater in
      amount than the purchase price of the Product in respect of which such damages
      are claimed; and the failure to give notice of the claim to CelTrek where the
      order was placed within sixty (60) calendar days from the date fixed for
      delivery shall constitute a waiver by Distributor of all claims in respect
      of
      such Products. In no event shall CelTrek be liable for special, indirect or
      consequential damages.

     

    
      	
              28  

            	
              GOVERNING
                LAW

            


    

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      country of USA in the state or province of Florida.

     

    
      	
              29  

            	
              BINDING
                EFFECT.

            


    

     

    This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, legal or personal representatives, successors and
      assigns.

     

    
      	
              30  

            	
              ENTIRE
                AGREEMENT

            


    

     

    This
      Agreement, including the recitals and Schedules, sets forth the entire agreement
      between the parties with respect to the subject matter hereof and the Agreement
      shall be amended only by a writing signed by the parties.

     

    
      	
              31  

            	
              COUNTERPARTS

            


    

     

    This
      Agreement may be executed in counterparts in the same form and such parts so
      executed shall together form one original document and be read and construed
      as
      if one copy of the Agreement had been executed.

    


    


    26           GENERAL
      PROVISIONS

    


    
      	
              26.1

            	
              Publicity.  Distributor
                may not use the name of the CelTrek in any advertising, publicity,
                promotional literature, brochures, sales aids or marketing tools
                without
                the prior written consent
                ofCelTrek.

            


    

    


    
      	
              26.2

            	
              Notices.  All
                notices and requests required or authorized hereunder, shall, except
                where
                specifically provided otherwise, be given either in writing by personal
                delivery  or sent by registered mail, addressed to the party
                intended at its address  in the caption, or by  cable
                or facsimile.  Notice shall be effective as of the date of
                delivery in the case of personal delivery or the date of the cable
                or
                facsimile transmission, or the date upon which it is deposited for
                registered mail delivery, addressed to the party intended at its
                address
                in the caption

            


    

    


    
      	
              26.3

            	
              Integration.  This
                Agreement (with the Exhibits referred to herein) sets forth the entire
                agreement between the parties on the subject hereof and supersedes
                any
                previous oral or written agreement, understanding, memorandum, letter
                of
                intent or representation on the subject matter hereof.  This
                Agreement may be amended only by a writing signed by the duly empowered
                representatives of the parties.

            


    

    


    
      	
              26.4

            	
              Severance.  If
                any one or more of the terms of this Agreement shall for any reason
                be
                held to be invalid or unenforceable, such term shall be construed
                in a
                manner to enable it to be enforced to the extent compatible with
                applicable law. Any determination of the invalidity or unenforceability
                of
                any provision of the Agreement shall not affect the remaining provisions
                hereof unless the business purpose of this Agreement is substantially
                frustrated thereby.

            


    

    


    26.5           This
      Agreement shall be binding on the parties and their successors.

    


    
      	
              26.6

            	
              No
                Waiver.  Any failure by either party to enforce any
                provision of this Agreement on one occasion shall in no way constitute
                a
                waiver or affect its right to require the performance thereof by
                the other
                party nor affect the validity of such provision or any other provision
                of
                this Agreement, except when this Agreement expressly provides
                otherwise.

            


    

    


    
      	
              26.7

            	
              Relationship
                of Parties.  The relationship of the parties is that of
                service provider and customer only.  This Agreement is not
                intended by the parties to constitute or create a joint venture,
                pooling
                arrangement, partnership, agency or formal business organization
                of any
                kind.  CelTrek and the Distributor shall be independent
                contractors with each other for all purposes at all times and no
                party
                shall act as or hold itself out as agent for the other, unless so
                designated in a separate agreement signed by the principal, nor shall
                any
                party create or attempt to create liabilities for the other party
                or
                parties.  None of the parties shall bind or attempt to bind any
                other party to any agreement or to the performance of any obligation,
                nor
                shall any party represent that it has the right to enter into any
                undertaking on behalf of the other.

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF the parties hereto have executed this Agreement

    


    effective
      this 2nd day of
      April, 2007.

    


    
      	 Global
              Roaming Inc.	 	 	 FreeCom
              LLC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              /s/
                Yakov
                Sarousi                                                                           

            	 	 	
              /s/ 
                Frederic Fournel

            	 
	
              Signature  

            	 	 	
              Signature

            	 
	
               

            	 	 	
               

            	 
	Witness:	 	 	Witness:	 


      	 	 	 	 	 
	
              /s/

            	 	 	
              /s/
                

            	 
	
              Signature  

            	 	 	
              Signature

            	 
	
               

            	 	 	
               

            	 




                                                                               

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    ANNEX
      A

    


    Prices
      & Commissions

    


    


    


    
      	 CelTrek
              SIM card  	 	$20.00	 
	 	 	 	 
	 Discount
              price on Air Credit Time on Public Price20.00% 	 	 
	 	 	 
	 Discount
              Price On Pre Paid Pin card ( Air time price
              )      	 20.00%	 
	 	 	 
	 (Card’s
              price has a mark Up of 10 % for the Store
              commission)	 	 


    

    


    


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


                                                                                                                      

    


                                                                                                                            

    


    SCHEDULE
      A

    
 

    


    


    


    


    


    Other
      CelTrek Services and Fees

    


    
      	
              Service
                Description

            	
              Fee

            
	
              Set-up
                expenses for a Special Language ( Web site and IVR )

            	
              One
                time fee of XXXXXX

            
	
              Call
                Center 24/7/365 US, ES

            	
              Include

            


    

     

     

     

     

    
 

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
      ADDENDUM
        TO AGREEMENT BETWEEN EREECOM

      AND
        CELTREK

      


      


      


      FreeCom
        will be initiating an advertising campaign in several airline flight magazines
        beginning approximately in July, 2007. The purpose of these ads will be to
        promote and sell the CeTrek SIM, airtime for the SIM, and GSM phones. The
        purpose of this addendum is to set forth how proceeds from sales generated
        by
        this campaign should be divided.  It is the intent of both parties to
        work out a system to determine which new customers come to CelTrek as a result
        of FreeCom’s efforts.

      


      


      Divisionproceeds:

      


      The
        only
        deduction taken from “gross sales” to determine “net” proceeds from sales, will
        be the 2.13 % discount on Visa and MasterCard sales and the 3.10 % on American
        Express sales. CelTrek will pay the transaction fee which varies from 17
        to 21
        cents on each sale.

      


      
        	
                 

              	
                •

              	
                On
                  sales of SIM cards, proceeds shall be divided as
                  follows:

              


      

      


      
        	
                 

              	
                .

              	
                CelTrek
                  shall keep the first $20; anything obtained above that from the
net
                  sale shall go to FreeCom.

              


      

      


      
        	
                 

              	
                •

              	
                On
                  sales of airtime, FrecCom shall receive 20 % of net
                  sales.

              


      

      


      
        	
                 

              	
                •

              	
                On
                  sales of phones, CelTrek will receive $82 from the sale of each
                  phone;
                  FreeCom shall receive the balance of the net
                  sale.

              


      

      


      


      CelTrek
        shall give an accounting together with a check to FreeCom for their share
        of the
        proceeds every Tuesday. That accounting will cover the time period of the
        preceding Sunday through Saturday. (This will allow CelTrek two days to prepare
        the accounting.)

      


      Any
        void,
        reversed, or charge backs will be deducted when the next accounting period
        occurs.

      


      This
        addendum will be effective once FreeCom will contract the In-Flight magazines
        campaign starting on May 22nd 2007.

       

      CelTrek
        will provide an accounting balance of commission to be paid from April 2nd 2007
        to May
        21st 2007.
        This
        commission will be based on 20% NET of all air time purchased through
www.CelTrek.com during this period.

      


      
        	Miami,
                May 22 2007	 	 	 	 
	 	 	 	 	 
	For
                CelTrek:  	 	 	For
                FreeCom LLC:	 
	 	 	 	 	 
	
                /s/
                  Yakov
                  Sarousi,     

              	 	 	
                /s/
                  Frederic
                  Fournel

              	 
	
                Yakov
                  Sarousi 

              	 	 	
                Frederic
                  Fournel

              	 
	
                CEO/President 

              	 	 	
                President

              	 
	Global
                Roaming Inc/ CelTrek	 	 	 	 




      


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