THIS AGREEMENT  ("Agreement  ") is entered into by and between FUSION  NETWORKS,
INC. (the "Client" ) and RED COLOMBIA LTDA.  (the  "Contractor")  on the 28TH of
July 1999 (the "Effective Date").

NOW,  THEREFORE,  in  consideration  of the  promises and mutual  covenants  and
agreements set forth herein, the parties agree as follows:

1.   Engagement of Services.-

Contractor agrees to perform services for Client according to the specifications
in Exhibit A ("Proposal").  Contractor may not subcontract or otherwise delegate
its obligations  under this Agreement  without  Client's prior written  consent.
Contractor  agrees to perform the services in professional  manner until October
31st, 1999.

2.   Compensation.-

2.1  Fees  and  Approved  Expenses:  Client  will  pay  Contractor  the  fee  of
US$182,559.oo  for services  rendered by Contractor  pursuant to this Agreement.
Contractor  will not be reimbursed for any expenses  incurred in connection with
the  performance  of services  under this  Agreement,  unless those expenses are
approved in advance and in writing by Client as Reimbursable Expenses.

2.2 Payment  Due:  Client will review the Work Product (as defined in Section 5)
within five (5) days after  receiving it from Contractor to ensure that it meets
the Project  requirements  stated in Section 1. If Client does not give  written
notice of  rejection  to  Contractor  within  that time period  (describing  the
reasons for the rejection in reasonable detail), the Work Product will be deemed
to be accepted.  Client will pay  Contractor  for  services  and will  reimburse
Contractor for previously approved expenses as stated in Exhibit B.

3.   Independent Contractor Relationship.-

Contractor  and Client  understand,  acknowledge,  and agree  that  Contractor's
relationship  with Client will be that of an independent  contractor and nothing
in this Agreement is intended to or should be construed to create a partnership,
joint venture, or employment relationship.

4.   Trade Secrets and Confidential Information.-

4.1 Third-Party  Information:  Contractor represents that his performance of all
of the terms of this  Agreement  does not and will not breach any  agreement  to
keep in confidence proprietary  information,  knowledge or data of a third party
and  Contractor  will not  disclose  to  Client,  or induce  Client to use,  any
confidential or proprietary  information  belonging to third parties unless such
use or disclosure is authorized in writing by such owners.

4.2  Confidential  Information:  Contractor  agrees  during  the  term  of  this
Agreement and thereafter to take all steps reasonably necessary to hold in trust
and  confidence  information  which he knows or has reason to know is considered
confidential by Client  ("Confidential  Information").  Contractor agrees to use
the  Confidential   Information   solely  to  perform  the  Project   hereunder.
Confidential Information includes, but is not limited to, technical and business
information   relating  to  Client's   inventions  or  products,   research  and
development, manufacturing and engineering processes, and future business plans.
Contractor s  obligations  with  respect to the  Confidential  Information  also
extend to any third party s proprietary or confidential information disclosed to
Contractor in the course of providing services to Client.  This obligation shall
not  extend to any  information  which  becomes  generally  known to the  public
without breach of this Agreement.  This obligation shall survive the termination
of this Agreement.

5.   Ownership of Work Product.-

5.1  Definition:  Work  Product  means  the  works of  authorship  conceived  or
developed by Contractor while performing the Project services.

5.2 Assignment:  Contractor hereby  irrevocably  assigns,  conveys and otherwise
transfers to Client,  and its  respective  successors  and assigns,  all rights,
title and  interests  worldwide  in an to the Work  Product and all  copyrights,
contract and licensing rights,  and claims and causes of action of any kind with
respect to any of the foregoing, whether now known or hereafter to become known.
In the event Contractor has any rights in and to the Work Product that cannot be
assigned to Client, Contractor hereby unconditionally and irrevocably waives the
enforcement of all such rights,  and all claims and causes of action of any kind
with  respect to any of the  foregoing  against  Client,  its  distributors  and
customers,  whether now known or hereafter  to become  known and agrees,  at the
request and expense of Client and its  respective  successors  and  assigns,  to
consent to and join in any action to enforce such rights and to procure a waiver
of such rights from the holders of such rights.  In the event Contractor has any
rights in and to the Work  Product  that cannot be assigned to Client and cannot
be waived, Contractor hereby grants to Client, and its respective successors and
assigns, an exclusive,  worldwide,  royalty-free  license during the term of the
rights to reproduce,  distribute, modify, publicly perform and publicly display,
with the right to sublicense  through  multiple  tiers of  sublicenses,  and the
right to  assign  such  rights  in and to the Work  Product  including,  without
limitation, the right to use in any way whatsoever the Work Product.  Contractor
retains  no rights  to use the Work  Product  except as stated in  Exhibit B and
agrees not to challenge the validity of the copyright ownership by Client in the
Work Product.

5.3 Power of  Attorney:  Contractor  agrees to assist  Client in any  reasonable
manner to obtain and enforce for Client's benefit  copyrights  covering the Work
Product in any and all countries.  Contractor agrees to execute, when requested,
copyright,  or similar  applications  and  assignments to Client,  and any other
lawful  documents  deemed  necessary  by Client to carry out the purpose of this
Agreement. Contractor further agrees that the obligations and undertaking stated
in this Section 5.3 will continue beyond the termination of Contractor s service
to  Client.  If  called  upon to  render  assistance  under  this  Section  5.3,
Contractor  will  be  entitled  to a fair  and  reasonable  fee in  addition  to
reimbursement  of authorized  expenses  incurred at the prior written request of
Client.  In the event that Client is unable for any reason  whatsoever to secure
Contractor's  signature to any lawful and necessary  document  required to apply
for or execute any patent,  copyright or other  applications with respect to any
Work Product,  Contractor hereby irrevocably  designates and appoints Client and
its duly authorized officers and agents as his agents and  attorneys-in-fact  to
act for and in his behalf and  instead of  Contractor,  to execute  and file any
such  application  and to do all other  lawfully  permitted  acts to further the
prosecution  and issuance of copyrights or other similar rights thereon with the
same legal force and effect as if executed by Contractor.

6.   Return of Client s Property.-

Contractor  acknowledges that Client's sole and exclusive  property includes all
documents, such as drawings,  manuals,  notebooks,  reports, sketches,  records,
computer programs, employee lists, customer lists and the like in his custody or
possession,  whether  delivered to Contractor by Client or made by Contractor in
the  performance  of services  under this  Agreement,  relating to the  business
activities  of  Client  or  its  customers  or  suppliers  and   containing  any
information  or  data  whatsoever,  whether  or  not  Confidential  Information.
Contractor  agrees to deliver promptly all of Clients property and all copies of
Client s property in Contractor s possession to Client at any time upon Client s

7.   Warranties. Contractor represents and warrants that:

7.1. The Work Product was created solely by him, his full-time  employees during
the course of their  employment,  or  independent  contractors  who assigned all
right, title and interest worldwide in their work to Contractor.

7.2.  Contractor  is the owner of all right,  title and interest in the tangible
forms of the Work Product and all intellectual  property rights protecting them.
The Work Product and the intellectual  property rights  protecting them are free
and  clear  of  all  encumbrances,   including,  without  limitation,   security
interests, licenses, liens, charges or other restrictions;

7.3. Contractor has maintained the Work Product in confidence.

7.4. The use,  reproduction,  distribution,  or modification of the Work Product
does not and will not  violate  the  rights  of any  third  parties  in the Work
Product including,  but not limited to, copyrights,  trade secrets,  trademarks,
publicity and privacy.

7.5. The Work Product is not in the public domain.

7.6.  Contractor  has full  power  and  authority  to make and  enter  into this

8.   General Provisions.

This Agreement will be governed by and construed in accordance  with the laws of
the United States and the State of Florida as applied to agreements entered into
and to be performed  entirely within that state between residents of that state.
This Agreement, including any Exhibits to this Agreement, constitutes the entire
agreement between the parties relating to this subject matter and supersedes all
prior  or   simultaneous   representations,   discussions,   negotiations,   and
agreements, whether written or oral. The Agreement may not be modified except by
written  instrument signed by both parties.  No term or provision hereof will be
considered waived by either party, and no breach excused by either party, unless
such waiver or consent is in writing  signed on behalf of the party against whom
the waiver is asserted. No consent by either party to, or waiver of, a breach by
either party,  whether express or implied,  will constitute a consent to, waiver
of, or excuse of any other,  different,  or  subsequent  breach by either party.
Contractor may not assign its rights or obligations arising under this Agreement
without  Client's  prior  written  consent.  Client  may  assign  its rights and
obligations  under this  Agreement.  This  Agreement  will be for the benefit of
Client s successors  and  assigns,  and will be binding on  Contractor's  heirs,
legal representatives and permitted assignees. If any dispute arises between the
parties with respect to the matters  covered by this Agreement  which leads to a
proceeding  to resolve such dispute,  the  prevailing  party in such  proceeding
shall be entitled to receive its reasonable  attorneys fees, expert witness fees
and out-of-pocket costs incurred in connection with such proceeding, in addition
to any other relief to which it may be entitled. All notices, requests and other
communications required to be given under this Agreement must be in writing, and
must be mailed by  registered  or  certified  mail,  postage  prepaid and return
receipt  requested,  or  delivered  by hand to the party to whom such  notice is
required or permitted to be given.  Any such notice will be  considered  to have
been given when  received,  or if mailed,  five (5)  business  days after it was
mailed,  as evidenced by the postmark.  The mailing address for notice to either
party will be the address shown on the signature page of this Agreement.  Either
party may change its mailing address by notice as provided by this Section.  The
following provisions shall survive termination of this Agreement: Sections 4, 5,
6, 7 and 8.

The Client declares that it currently does not develop activities nor has it any
business in Colombia and that the Work  Product will be totally and  exclusively
used outside Colombian territory.

As per the  provision  found under letter e) of article 481 of the Colombian Tax
Statute, this agreement is exempt of value added tax.

This Agreement is effective as of July 28, 1999

By: Red Colombia Ltda.                         By: Fusion Network Inc.

Luis Fernando Ruiz                             Hernando Bahamon  Typed name
Gerente General                                CEO

Address                                        Address

Avda. 13 No 120-12                             8115 N.W. 29th  Ave.
Santafe de Bogota                              Miami, FL 33122 

Basic Info X:

Type: Copyright Development and Transfer Agreement
Date: Dec. 17, 1999
State: Delaware

Other info:


  • July 1999
  • October 31st , 1999
  • July 28 , 1999


  • Colombian Tax Statute
  • Red Colombia Ltda
  • Fusion Network Inc.
  • Gerente General CEO Address Address Avda


  • US
  • United States
  • State of Florida
  • Colombia
  • Bogota Miami


  • Luis Fernando Ruiz Hernando Bahamon