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"DISTRIBUTION AGREEMENT
On April 20, 2005, Calypso entered into a distribution agreement with Franc Telecom, LTD. The company, located in London, England, has been granted an exclusive distributorship for the United Kingdom, subject to the requirement to place orders for a minimum of 100,000 cellular broadband GSM/Wi-Fi phones within the first three months of the agreement and an additional 150,000 units within the first contract year.
The distribution agreement provides that Franc Telecom is required to establish, in favor of Calypso, an irrevocable letter of credit for each purchase order, with appropriate draw down provisions, from a respectable EU bank acceptable to Calypso. Calypso will conduct a demonstration of the WiFi/Cellphone on or about May 16, 2005 and expects to begin delivery of the phones during the fourth quarter of 2005."