Private Label Healthcare Communications Wholesaler Agreement

PRIVATE LABEL HEALTHCARE COMMUNICATIONS WHOLESALER AGREEMENT



This PRIVATE LABEL HEALTHCARE COMMUNICATIONS WHOLESALER AGREEMENT ("Agreement") is entered into and is effective as of June 4, 2003 ("Effective Date"), by and between WILDGATE WIRELESS, INC., a California corporation with principal offices at 10000 Culver Blvd. Culver City, CA 90232 ("Company") and Western Media Group Corporation, a Minnesota Corporation with principal offices at 69 Mall Drive, Commack, New York 11725 (the "Wholesaler").



1. Appointment and Acceptance. Company markets and sells "OneNumber" and Unified Communications services and solutions that are more fully described in Exhibit A hereto (the "Services"). Wholesaler wishes to utilize Wildgate's Private Label Website Capabilities wherein Wholesaler presents to the market, under Wholesaler's own name and website, certain Wildgate products for resale to end users. Company hereby agrees to provide Wholesaler, on a non-exclusive basis, the ability to provide the Services to end users in the United States ("customers"), and Wholesaler hereby agrees to do so on the terms and conditions set forth herein.



2. Wholesaler's Business. Wholesaler agrees that it shall use its best efforts to market, promote and obtain orders for the Services. Wholesaler represents to the Company that Wholesaler has adequate personnel, facilities and other resources to fulfill its obligations under this agreement. Wholesaler expressly agrees that it shall not, during the term of this Agreement, act as an agent, representative or distributor, or otherwise participate in the marketing, sale or distribution of any services or products provided by a direct competitor of Company.



3. Relationship between Company and Wholesaler.



3.1 Wholesaler is and shall remain an independent company. Wholesaler is at all times acting for its own account; subject to the restrictions contained herein, it shall have control over the manner in which and when it shall perform its duties hereunder; and it shall be solely responsible for paying all costs and expenses it may incur in performing such duties. Wholesaler shall not, without the express prior written consent of Company, make any agreements, commitments, representations or warranties on behalf of or in the name of Company and shall not represent to anyone that it has the authority to do so.



3.2 Wholesaler shall be solely responsible for all taxes and other fees resulting from the sale of products to Customers or from commissions paid to Wholesaler and Wholesaler shall indemnify the Company against any such liability.




4. Commissions. Company shall pay to Wholesaler the applicable commissions set forth on the Commission Schedule attached hereto as Exhibit B ("Commission Schedule and terms of Payment") in the manner and at the times set forth hereinafter in that Exhibit. The terms and provisions of Exhibit B are, by this reference, incorporated in full in this Agreement.



5. Prices, and Sales Terms. Pricing for Services is defined in Exhibit C ("Pricing, Initial Setup Fee and Ongoing Support") and the Company, in its sole discretion, may from time to time change Exhibit C to adjust the pricing for Services that are covered by this Agreement, and if it does so, it shall notify Wholesaler at least 30 days in advance of those changes. Customer orders shall be subject to acceptance by the Company in California and all service agreements shall be deemed to be entered into, and the performance thereof by the Company shall be deemed to occur, solely in California. As Wildgate will be providing the services to the end users and generally will do so using the Private Label Website (PLWS) capabilities created for this purpose, Wholesaler shall not offer to customers services outside of the capabilities of the design and intent of the PLWS without prior agreement, implementation, and testing by Wildgate.



In the process of performing its obligations under this contract to sign-up and service customers, both companies will obtain and store information regarding the customers. Each company will own its own database. The 800 numbers may reside in both databases. So long as an agreement between the parties remains in effect, and for a period of 60 days thereafter if the term of the agreement expires or is terminated, neither company will utilize information in either of the databases, including the 800 numbers, to transfer business to another company to the detriment of the other. Wholesaler reserves the right to utilize the database of 800 numbers and customers to transfer the services to another supplier but only in the event of early termination of the contract due to insolvency on the part of Wildgate or its inability to provide the services in accordance with the termination provisions of the contract.



6. Obligations. Throughout the term of this Agreement and afterwards to the extent defined in Exhibit B, Wildgate will pay Wholesaler the commissions earned by Wholesaler hereunder. In addition, Exhibit C describes the setup services that Wildgate will perform after receipt of the initial setup fee deposit, which is due upon execution of this agreement. Thereafter, Wildgate will deliver Services to active Customers on an ongoing basis for as long this agreement remains in effect.




7. Wholesaler Obligations. In addition to its obligations contained elsewhere in this Agreement, Wholesaler shall



7.1 Maintain adequate personnel, facilities, and other resources, at its own expense, from which to promote, market and obtain customer orders for the Services;



7.2 Maintain adequate liabi ...