Revenue Sharing Agreement

EXHIBIT 10.16


Revenue Sharing Agreement


This Revenue Sharing Agreement (this "Agreement") dated as of August 31, 2000 is entered into by IFX Corporation (together with its subsidiaries, "provider") and Tutopia.com, Inc. (together with its subsidiaries "customer").


Provider is an Internet service provider offering a wide range of services for business in Latin America. Provider and Customer have entered into that certain Dial Access Agreement effective as of the date hereof (the "Dial Access Agreement") under which Customer has agreed to purchase Hourly Dial Access services from Provider in Latin America and Provider has agreed to sell such Services to Provider. Capitalized terms used but not defined herein shall have the meanings given to them in the Dial Access Agreement.


In connection with providing the Services to Customer, Provider may receive Telco Revenues (as defined below) from one or more local telephone carriers or other telecommunications infrastructure providers ("Telcos") which Provider has engaged to "terminate" (as such term is commonly used by telecommunications companies) calls made by Customer's End-Users in accessing Provider's Network. This Revenue Sharing Agreement is being entered into by the parties in order to set forth how such Telco Revenues will be shared by Provider and Customer.


Accordingly, Provider and Customer hereby agree as follows:


1. "Telco Revenue" means any and all cash payments or credits paid or granted by a Telco to or for the benefit of Provider as an inducement to terminate telecommunication calls at such Telco. In connection with the negotiation of call termination arrangements with Telcos, Provider will use its reasonable best efforts to obtain the agreement of the Telco to provide any consideration or benefit granted as an inducement to terminate telecommunication calls at such Telco in the form of a direct cash payment or credit from the Telco to Provider.


2. All Telco Revenues received by Provider ...