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

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.

9.1  

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.

10.1  

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.

11.1  

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.

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.

13.1  

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 30^th of each montjh of consumed Air-time only. Payment shall be received no later than 5^th of the following month.

 

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:

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.

15.1  

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.

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.

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.

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

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.

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

19.2

 

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.

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

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.

26.6

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.

/s/ Yakov Sarousi                                                                           

/s/  Frederic Fournel

Signature  

Signature

 

 

/s/

/s/

Signature  

Signature

 

 

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