<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Event Requiring Report MARCH 3, 2000
-------------
BROADBAND WIRELESS INTERNATIONAL CORPORATION
--------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA
--------------
(State or other jurisdiction of incorporation or organization)
0-08507 75-1441442
------- ----------
(Commission File Number) (IRS Employer Identification Number)
1301 AVENUE M, CISCO, TEXAS 76437
---------------------------------
(Address of principal executive offices)
254-442-3968
-------------
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
In connection with the Company's transition into a telecommunications entity,
it recently acquired the companies and assets described below. These
acquisitions have been primarily effected through the issuance of shares of the
Company's common stock.
The Company intends to utilize all acquired assets described herein in the
manner they were previously used and intends to continue the operations of all
businesses acquired in the same manner as prior to acquisition.
GKD, Inc. d/b/a/ GetMore Wireless and Internet
On March 3, 2000, BroadBand Wireless International Corporation, a Nevada
corporation (the "Company"), completed the acquisition of 100% ownership in
GKD, Inc., the Oklahoma corporation d/b/a GetMore Wireless and Internet, which
is the sole owner of 13 retail stores. The Company had previously acquired
rights to 40% of the net profits from the retail stores operations. The Company
acquired GKD, Inc. from BroadCom Wireless Communications Corporation, an
Oklahoma Corporation, (BroadCom) for 5,000,000 shares of the Company's common
stock. Consideration paid by BroadCom to the owners of GKD, Inc, Ronald L.
Baker and Gary Keith Duke, totaled 1,500,000 shares of the Company's common
stock and $100,000 to Baker, and 1,500,000 shares of the Company's common stock
and $100,000 to Duke. In addition to the consideration paid to Baker and Duke,
BroadCom provided the working capital necessary for GKD, Inc., retail
operations and the expansion of the number of retail stores from 3 to 13. The
Company additionally agreed to assist in securing financing for GKD, Inc.'s
operations by agreeing to provide 2,000,000 shares of the Company's common
stock for use as collateral in securing such financing.
Ronald Baker is a director of the Company and served as its interim president
from February 25 through March 20, 2000, when Ivan Webb was appointed by the
Directors as President. After the issuance of the above described shares, and
subsequent to the conveyance of the 3,000,000 shares to Baker and Duke,
BroadCom owns 19,630,271 shares of the Company's common stock, which represents
24.1% of the Company's outstanding common stock.
The Company's subsidiary, GKD, Inc., markets cellular telephones, pagers and
Internet services through its 13 retail stores in Texas and Oklahoma. The
majority of GKD, Inc.'s revenues are derived from its activities as a reseller
of cellular phone service, primarily derived from VoiceStream Wireless
Corporation. GKD, Inc.'s December 31, 1999, un-audited financial statements
reflect total assets of $966,224. These assets include, but are not limited to,
$187,600 in receivables from the sale of VoiceStream telecommunications
equipment and services, $236,104 in inventory (pagers, wireless telephones, &
accessories) and $338,820 in property and equipment less depreciation. The
property and equipment included $169,900 in commercial vehicles (cars, vans &
trucks) and $138,188 in computer equipment & software computer work and
operating stations. The Company is having the operations of GKD, Inc. audited.
2
<PAGE> 3
SUPPORT 24
On March 17, 2000, the Company tendered the consideration for the purchase of
Support 24, Inc. an Oklahoma corporation, ("Support 24"), as per agreement
dated 25 February, 2000. This purchase price, 700,000 shares of the Company's
common stock, was issued to Support 24's owners Steve Zabel, Bryant Ingram and
Joey Alfred. The agreement also requires the Company to provide Support 24
financing of $400,000. At the present, the Company is negotiating the required
financing.
Support 24's primary asset is a proprietary telephony software application
development tool known as ScriptLauncher. It allows users to rapidly create,
implement and modify telephone functions and applications such as Voice Mail,
Fax Storage, Web Browsing, E-Mail Retrieval, Calling Cards and Interactive
Voice Recognition. The Company believes ScriptLauncher's dynamics will allow it
to design and implement new telephony application, which will allow the Company
to become an Application Service Provider in addition, to simply providing the
network and bandwidth to transport voice, data and video.
iTELL, INC.
On March 1, 2000, the Company entered into a Letter of Agreement with Sergio
Ado, a resident of Virginia, to acquire 100% of iTELL, Inc., a Delaware
corporation ("iTELL"). The purchase price for iTELL was 2 million shares of the
Company's common stock and $200,000, the final portion of which was tendered to
iTELL on March 27, 2000. The Company additionally agreed to assist in securing
financing for iTELL's operations by providing up to 10,000,000 shares of the
Company's common stock for use as collateral in securing project financing.
Additional consideration in the purchase of iTELL included 1,000,000 shares of
its common stock to Global Access New Millennium, Inc. ("Global Access") and
1,000,000 shares of its common stock to BroadCom Wireless Communications
Corporation ("BroadCom"). Global Access and BroadCom were instrumental in
introducing iTELL with the Company and in facilitating the acquisition's
negotiations.
iTELL is an international telecommunications carrier with current assets
totaling $2,860,000 consisting of carrier deposits and cash in bank; iTELL has
fixed assets of $12,654,016 with debt service of $2,999,254. Fixed assets
include, but not limited to, hardware telecommunications switches 60 Hudson,
New York, NY, earth stations, teleports in Malaga, Spain, vehicles, an ocean
going vessel, and residential and commercial real property, located in the
United States, Spain, Venezuela. In addition, iTELL has various accounts
receivable, some of which are delinquent, which are not reflected in the
previous figures.
3
<PAGE> 4
iTELL has domestic and international carrier contracts with eight individual
carriers, the value of which are now being established by independent auditors,
which are to be reported in subsequent filings. iTELL has fully executed and
operational contracts with four wholesale providers of telecommunications
services. These one year renewable contracts represent the transmission of a
total of 212,000,000 minutes per month of voice and data traffic being
originated from within the United States with termination within all of Mexico.
Currently, 68,000,000 minutes have been activated with facilities now on order
to complete the network necessary to carry the balance of the contracted
traffic. This contractual obligation with rated and credit worthy companies
represent a total estimated gross monthly revenue to iTELL of $17,384,000.
Projected net monthly income is $2,120,000, contingent upon actual network
usage and percentages of completions realized in network connectivity as well
as other operational variables.
Global Access previously sold the Company a one-sixth (1/6) interest in the net
profits of a joint venture involving iTELL. Global Access serves as an agent
buying and selling approximately 30,000,000 minutes included in the above
listed projects of international voice and data telecommunications
transmissions to 214 carriers.
4
<PAGE> 5
ITEM 5. OTHER INFORMATION.
On March 16, 2000, the Company, through iTELL, entered into a
Sale/Purchase/Management Agreement by which it has agreed to 100% control of
all management and at the Company's option, acquire Asociados Espada, C.A.
d/b/a PanAmTel, an entity organized under the laws of Venezuela with features
similar to a U.S. corporation ("A.E. PanAmTel"). The owner of A.E. PanAmTel is
Jorge Pocaterra Mejias. The agreement provides iTELL with the right to manage
A.E. PanAmTel for up to one year prior to the purchase of A.E. PanAmTel. At the
time the Company exercises its option to purchase PanAmTel, it must tender
200,000 shares of Common Stock to Jorge Pocaterra Mejias and provide an
additional 300,000 shares to be utilized within the banking system of Venezuela
to establish lines of credit for the operational growth of A.E. PanAmTel.
Additional consideration of the purchase of A.E. PanAmTel includes 100,000
shares of its common stock to Global Access and 100,000 shares of its common
stock to BroadCom. BroadCom introduced Global Access to BroadBand and both were
instrumental in introducing A.E. PanAmTel to the Company and in facilitating
the negotiation of the management contract.
A.E. PanAmTel has a value-added license in Venezuela to engage in the business
of telephony, which includes, but is not limited to, managing Internet Service
Provider (ISP) facilities in Venezuela, providing videoconferencing, debit card
programs, and local and long distance services, as well as services regarding
ATM/Frame Relay, call centers and private dedicated networks. A.E. PanAmTel
owns and operates multiple earth stations in Venezuela, which include earth
stations, teleports, furniture and equipment and real estate.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(A) Providing the required financial statements associated with
the businesses described in Item 2 above is impracticable for
Registrant at this time. Financial statements for the
acquired businesses will be filed by Registrant as soon as
they are available.
(B) Providing the pro forma financial information of Article 11
of Regulation S-X regarding the transactions described in
Item 2 above is impracticable for Registrant at this time.
This information will be filed by Registrant as soon as it is
available.
(C) The Exhibit Index is located on page 7.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirement of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated this 5th day of April 2000.
BROADBAND WIRELESS INTERNATIONAL CORPORATION
BY: /s/ IVAN WEBB
--------------------------
Ivan Webb, President
6
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ---------- ----------------------
<S> <C>
10(i)* March 3, 2000 Assignment between and among the Company, Ron
Baker and Gary Duke.
10(ii)* March 1, 2000, Letter of Agreement by and between iTELL, Inc.,
a Delaware corporation, the Company and Sergio Ado.
10(iii)* February 29, 2000 Agreement by and between i TELL, Inc. a
Delaware corporation and Asociados Espada C.A., d/b/a
PanAmTel.
10(iv)* February 25, 2000 Agreement by and between the Company,
Steve Zabel, Bryant Ingram, and Joey Alfred.
</TABLE>
* Included herein
<PAGE> 1
EXHIBIT 10(i)
ASSIGNMENT
EFFECTIVE THE 3rd day of March, 2000, for the consideration described
herein below, BroadCom Wireless Communications Corporation, an Oklahoma
corporation ("BCOM"), hereby assigns to BroadBand Wireless International
Corporation, a Nevada corporation ("BBAN"), all of its rights, title, and
interest in and to the following shares of stock in GKD, Inc., an Oklahoma
corporation ("GKD"), representing all of the issued and outstanding shares of
GKD owned or held, directly or beneficially, by BCOM, which it previously
acquired from Ronald Baker and Gary Duke:
<TABLE>
<CAPTION>
Number of Shares Assignor Assignee
---------------- -------- --------
<S> <C> <C>
Total 600 BCOM BBAN
</TABLE>
The consideration received by BCOM for the transfer of the above described
shares of stock in GKD is five million (5,000,000) shares of the common stock of
BroadBand Wireless International Corporation.
BCOM and BBAN will execute and deliver such other and further documents
including, but not limited to, stock certificates for GKD and for BBAN as
described herein, as may be deemed reasonably necessary to effectuate the
transaction set out in this Assignment.
"BCOM" - BroadCom Wireless Communications Corporation, an Oklahoma corporation
- --------------------------------
Name:
Title:
"BBAN" - BroadBand Wireless International Corporation, a Nevada corporation
By:
-----------------------------
Name:
Title:
<PAGE> 1
EXHIBIT 10(ii)
LETTER OF AGREEMENT
This Letter of Agreement, hereinafter referred to as "Agreement" is made and
entered into effective this 1st day of March, 2000 by and between and signatory
parties of this Agreement, "BroadBAND Wireless International Corporation,
International Division" hereinafter referred to as (BBAN), a Corporation
organized under the laws of the State of Texas with offices in Oklahoma City,
Oklahoma; and i TELL, Inc. hereinafter referred to as "i TELL", a Corporation
organized under the laws of Maryland with offices in Gaithersburg, Maryland.
For and in consideration of the mutual covenants herein contained, the
Participants (hereinafter defined) agree as follows:
WHEREAS: It is the purpose of this Agreement, to clearly outline the intent of
i TELL to become a Wholly Owned Subsidiary of the International Division of
BBAN, for specific purpose of building a Global Virtual Private Network.
Additionally, it is the purpose of this Agreement to clearly outline the intent
of the International Division of BBAN to provide i TELL all the latitude and
support necessary to develop and operate this Global Virtual Private Network.
WHEREAS: It is the intent of i TELL, to roll into BBAN as a wholly owned
subsidiary, roll up to $500,000,000 in Book Value, and then decide if it is
advantageous to roll out of the International Division of BBAN into its own
public Vehicle. This option is made available to i TELL only when i TELL reaches
the Book Value of Five Hundred Million Dollars ($500,000,000 USD). It is the
intent of the International Division of BBAN to do all that is necessary to help
i TELL reach this Book Value of $500,000,000 as soon as possible;
WHEREAS: It is the objective of the International Division of BBAN to acquire
operational entities necessary to build the infrastructure of the Global Virtual
Private Network;
WHEREAS: i TELL has the ability to negotiate and obtain varied and fully
operational entities as is necessary to build and manage the Global Virtual
Private Network;
NOW THEREFORE: It is the responsibility of each Participant and/or their assigns
to maintain an active role on the Board of Directors of the "International
Division of BBAN". Each Participant will be required to attend quarterly
corporate meetings and an annual stockholders meeting as well as any and all
other meetings as required in the normal course of business.
NOW THEREFORE: It is the primary responsibility of "BBAN", to acquire and
provide all project funding, financing and refinancing through standard
financial transactions within banks, financial institutions, foundations and
grants, contracted research and development pool et al, as well provide all
qualified funding for additional acquisitions and/or option to purchase as well
as to do whatever is necessary to take this i TELL to the public market
immediately as may be agreed and approved by the Board of Directors.
NOW THEREFORE: It is the primary responsibility of "i TELL", to establish and
develop all necessary relationships, contracts, network strategies of all
aspects of the telecommunications industry as is necessary to develop, implement
and manage the ongoing operation of an "Global Virtual Private Network" as
agreed by the Board of Directors of this BBAN.
<PAGE> 2
IN CONSIDERATION: i TELL will receive a total of $200,000 cash and One Million
Shares of 144 Restricted Stock of BBAN. To date $87,500 has been received by i
TELL;
IN CONSIDERATION: The International Division of BBAN does have a Wholly Owned
Subsidiary known as i TELL, in addition to the acquisition of i TELL including
but not limited to LCN of Sterling Virginia, and Panamtel of Caracas, Venezuela,
Ladimex, Mexico and others.
AS AGREED: i TELL will build to a Book Value of $500,000,000 and then at the
option of i TELL, have the right to have BBAN spin off i TELL into its own
Public Vehicle with BBAN retaining 25% of the Public Stock of i TELL at the time
of its IPO.
AS AGREED: BBAN will provide i TELL the mechanisms necessary to become their own
Public Vehicle, with BBAN retaining 25% of all shares of i TELL the Public
Corporation.
This Agreement anticipates formalized contracts to be executed with same
likeness and intent at a later date.
ACCEPTED AND AGREED THIS 1ST DAY OF MARCH 2000
/s/ Sergio Ado
Mr. Sergio Ado, President
i TELL, Inc.
/s/ Tommy K. Hill
Mr. Tommy K. Hill, President
International Division, BBAN
<PAGE> 1
EXHIBIT 10(iii)
i TELL, Inc.
7895 B Cessna Avenue
Gaithersburg, MD 20879
Phone: 301-590-1091 Fax:301-869-3019
E-Mail: INFO@i TELL.inc.com
SALE/PURCHASE/MANAGEMENT AGREEMENT PANAMTEL
This Agreement is made this 29th day of February, 2000 by and between i TELL,
Inc. a Delaware Corporation headquartered at 7895 B Cessna Avenue, Gaithersburg,
Maryland 20879, represented by Mr. Sergio Ado (hereinafter known as Buyer) and
Asociados Espada C.A., trading as Panamtel, located at Av. Ppal Beethoven, Torre
Financiera, Piso 2, Ofic. 2-H, Urb, Bello Monte, Caracas, D.F. B Apod Postal
1050 Caracas Venezuela represented by Mr. Jorge Pocaterra Mejias (hereinafter
known as Seller)
Whereas the seller desires to sell and the Buyer desires to buy the business of
a certain telecommunications and marketing company known as Asociados, Espada
C.A., trading as Panamtel (hereinafter known as the "Company") inclusive all
assets thereof as contained in Schedule "A" attached hereto.
Whereas the Buyer requires that the Company prove it's ability to become
profitable. This is to be accomplished through a one (1) year trail in which the
Company will be managed completely by the Buyer. At anytime, at the sole
discretion of the buyer, the buyer may choose to fully execute this contract and
take immediate control of the Company.
The parties hereto agree and covenant that the purchase of the Company will be
effected one (1) year and one (1) day, from the date of this agreement under the
terms and conditions listed below. For the period of one (1) year and (1) day,
i TELL, Inc., will be in full management control of the Company with i TELL
providing all required financial, management, marketing and operational support
to insure the success of this business venture and the ultimate sale and
purchase of the Company. During this one (1) year period i TELL will
continuously evaluate the performance of the Company while utilizing all
standard business practices as deemed necessary to insure the success of the
Company. At the successful completion of this one year trial, this
Sales/Purchaser/Management Agreement will be put into full force and effect with
i TELL paying the agreed upon price as outlined herein. If this one year trial
is deemed by the buyer to be unsuccessful the Company will be returned to Mr.
Jorge Pocaterra Mejias, as is, with no further liabilities or responsibilities
to any of the parties involved. During this one (1) trial period, it will be the
responsibility of the Company, with the full financial and operational support
of i TELL, to reverse the current business looses of the Company, and to return
the Company to the status of profitability. The terms and conditions of this
trial period, which will lead to the ultimate sale and purchase of the Company
are as follows:
1. i TELL, Inc., upon the completion of this Sale/Purchase/Management
contract will immediately assume full management control of the
Company. This management agreement will be in full force and effect for
the period of one year, in which the performance of the Company will be
continuously evaluated, under the following terms and conditions:
<PAGE> 2
2. All personnel of the Company are to remain on staff and in the
positions in which they now occupy under the general terms and
conditions of their existing and/or assumed employment
contracts, as required by the Central Government.
3. A Chief of Operations Officer will immediately be deployed by
i TELL and integrated into management supervision of all staff
functions within the home office operations of the Company.
All operational controls will be assumed by i TELL.
4. Marketing and Sales will come under the direct supervision of
i TELL, with all marketing and sales goals and objectives
being established by i TELL. Monthly Marketing and Sales
reviews will be conducted with performance reviews for all
Marketing and Sales personnel. All marketing and sales are to
be standardized and accomplished by the existing staff, in a
concentrated effort to expand the lines of business and create
profitable cash flows.
5. The CFO of i TELL will manage all Accounts Receivable,
Accounts Payable and Payroll. All financial matters concerning
funding, cash management, stock, hedging, accounting and
reporting will be assumed by i TELL. Exiting staff will be
utilized to facilitate all accounting and reporting functions
of the Company. Immediately upon closing of this
Sales/Purchase/Management Agreement, the Buyer will establish
Monthly. Quarterly and Annual operating budgets and standard
accounting procedures. All budgetary considerations,
guidelines and funding requirements of the Company, deemed
appropriate by i TELL, will be authorized, supported and
allocated by i TELL.
6. The current contracts for service and equipment will remain in
full force and effect. Normal and customary business practices
will be maintained to the highest possible standards. All
leases, rentals, and mortgages of the Company will remain in
full force and effect until such time as the corporation deems
it necessary to make appropriate changes as agreed.
2. It will be the responsibility of the Company to reverse all negative
business trends and correct the financial shortfalls of the business of
the Company under the following terms and conditions.
7. Mr. Jorge Pocaterra will remain President of the Company and
will be responsible to insure the successful transition of the
Telecommunications business in Venezuela from the current
position of Central Government control to the Private Markets.
Among the responsibilities of the President will be to insure
the maintenance of all licenses and permits necessary to do
the ordinary business of the Company, while doing all that is
additionally required to expand the licensing of the company
as directed by i TELL in making every effort to reverse the
Company's existing problems.
8. All accounting staff will remain and report to the CFO of
i TELL for all ordinary business and financing of the Company.
All cash flows, expenses, and required funding will be the
responsibility of i TELL.
9. All Marketing and Sales staff will remain in their positions
reporting directly to the COO. It will be the responsibility
of Marketing and Sales to build the volume of business of the
Company as outline by i TELL. Corporate objectives and sales
quotes will be clearly outlined.
10. All Technical and Engineering staff will remain in their
current positions and it will be the responsibility of i TELL
to deploy all additional equipment necessary to expand the
network capacities of the Company to meet the corporate
objectives as implemented by i TELL.
<PAGE> 3
11. General and Administrative expenses will be reviewed and
adjusted according to the budget guidelines imposed by the CFO
and approved by the CEO.
3. The Company must prove its ability to make its business profitable and
once there is proof of performance and documentary evidence of the
growth and profitability of the business of the Company, i TELL will at
the end of the term of one (1) year execute the following settlement
for the purchase of Company:
12. At the acceptance and execution of this contract, i TELL,
Inc., will cause to be placed in escrow. Two Hundred Thousand
(200,000) shares of the publicly traded stock of BroadBAND
Wireless International (BBAN) currently priced by the United
States Market Makers at a total Book value in excess of
$600,000,000 with an individual share value averaging above
$6.00 per share.
13. At the successful completion of this trial period, within the
one year time period or sooner at the sole option of the
buyer, as total consideration for the purchase of the Company.
i TELL will transfer to the Company, the 200,000 shares of the
publicly traded stock of BBAN.
14. Immediately upon receipt of the BBAN Stock, the Company
promises and agrees to convey to i TELL all goods, clear, and
marketable titles to all the property to be sold hereunder,
the same to be sold hereunder the same to be free and clear of
all liens and encumbrances. Full possession of said property
will be delivered in the same condition that it is now,
reasonable wear and tear expected. Until conveyance of all
real properties to Buyer, the Seller agrees to maintain the
existing insurance policies, in accordance with industry
standards for all said property.
15. Immediately upon receipt of the BBAN Stock, the Company
promises to convey to i TELL all existing bank accounts, all
cash accounts, accounts receivable, accounts payable, all
inventory and all vendor contracts at the time of closing.
16. Immediately upon receipt of the BBAN Stock, the Company
promises to convey all licenses and permits to i TELL.
17. This Agreement supercedes any/all prior agreements, written or
oral.
18. All of the terms, representations and warranties shall survive
the closing. This Agreement shall bind and inure to the
benefit of the Seller and the Buyer and their respective
heirs, executors, administrators, successors and assigns. If
this agreement shall contain any term or provision which shall
be invalid or against public policy or if the application of
same is invalid or against public policy, then the remainder
of this Agreement shall not be affected thereby and shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed on the day and year fist above written and that the buyer and the
seller mutually agreed that this agreement is govern under the laws of the State
of Delaware, U.S.A. This constitutes the whole and entire agreement.
<TABLE>
<CAPTION>
SELLER: BUYER: WITNESS:
<S> <C> <C>
/s/ Jorge Pocaterra Mejias /s/ Sergio Ado
Mr. Jorge Pocaterra Mejias Mr. Sergio Ado
Asociados Espada C.A. i TELL, Inc. U.S.A.
</TABLE>
<PAGE> 1
EXHIBIT 10(iv)
AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into effective the date and year
last executed by a Party hereto (the "Effective Date") and is by and, among
STEVE ZABEL, an individual ("Zabel"), Bryant Ingram, an individual ("Ingra")
and Joey Alfred an individual ("Alfred") [Zabel, Ingram, and Alfred hereinafter
sometimes referred to collectively as the "Shareholders"], SUPPORT24, an
Oklahoma Corporation ("Support24") and BROADBAND WIRELESS INTERNATIONAL
CORPORATION, a Nevada corporation ("BroadBand").
WHEREAS, Support24 has authorized Fifty Thousand (50,000) shares of stock and
has issued and outstanding Three Thousand Five Hundred (3,500) shares of fully
paid and nonassessable shares of common stock (the "Support24 Stock")
representing One Hundred percent (100%) of the issued and outstanding interest
in Support 24;
WHEREAS, Zabel, Ingram, and Alfred own One Hundred percent (100%) of the issued
and outstanding Support24 Stock;
WHEREAS, BroadBand is interested in acquiring One Hundred percent (100%) of the
outstanding Support24 Stock pursuant to the terms and conditions described
herein; and
WHEREAS, Zabel, Ingram, and Alfred are interested in transferring One Hundred
percent (100%) of the Support24 stock to BroadBand pursuant to the terms and
conditions herein described and for the consideration set out herein.
NOW, THEREFORE, for the consideration described herein and for other good and
valuable consideration, the receipt and sufficiency of all of which all parties
hereto affirm, the parties hereto agree as follows:
4. Transfer of Support24: On the Effective Date, Zabel, Ingram,
and Alfred transfer an amount of shares of the Support24 Stock
representing One Hundred percent (100%) of the issued and
outstanding shares as of the Effective Date to BroadBand.
5. Transfer of BroadBand Stock, On the Effective Date, BroadBand
will transfer to Zabel, Ingram, and Alfred, in the allocations
described below, Seven Hundred Thousand (700,000) shares of
BroadBand unissued or treasury shares of the common stock of
BroadBand:
<TABLE>
<CAPTION>
Support24 Shareholder Amount of BroadBand Stock
<S> <C>
Steve Zabel 325,000
Bryant Ingram 275,000
Joey Alfred 100,000
Total 700,000
</TABLE>
6. Participation in BroadBand Debenture. As additional
consideration for the transfer of the Support24 Stock to
BroadBand, Support24 shall be issued Five Hundred Thousand and
no/ 100 Dollars ($500,000.00) of BroadBand's one-year twelve
percent (12%) subordinated non-dilutable debentures (the
"BroadBand Debentures"), issued in Twenty-Five Thousand
<PAGE> 2
Dollar ($25,000.00) increments, for the sole purpose of the We
of the BroadBand Debentures to outside qualified capital
investors to raise working capital for Support24 operations.
It is provided, however, that any monies received on the sale
of the BroadBand Debentures will be allocated eighty percent
(80%) to Support24 and twenty percent (20%) to BroadBand or
its assign. The BroadBand Debenture will be convertible into
BroadBand's unissued or treasury shares of the common stock of
BroadBand for a price equal to seventy-five percent (75%) of
the per share closing market price of such BroadBand common
stock on the date prior to the issuance of the BroadBand
Debentures. The Shareholders and Support24 represent and
warrant to BroadBand, its officers, directors and
shareholders, that any transfer or sell of a BroadBand
Debenture shall be in compliance with all applicable federal
and state securities laws or other laws governing or
restricting the sale or transfer of securities and shall be
made only to sophisticated and knowledgeable investors.
7. Restriction on BroadBand Stock. The Shareholders and Support24
recognize and acknowledge that the shares of BroadBand stock
received as consideration for this transaction and the shares
of BroadBand that maybe received pursuant to any conversion of
a BroadBand Debenture (as described in Paragraph 3, above)
will be subject to various restrictions on sale and/or
transfer including, but not limited to, the restrictions
imposed by 17 CFR '230,144.
1. Control and 0peration of Support24 Employment Agreement. It is
the intent and purpose of the BroadBand to allow the current
management of Support24 to continue to control the day to day
operations of Support24 including, but not limited to, the
production, marketing, sale, and maintenance of Support24
products and the management of other normal and usual matters
relating to Support24. On this even date, Zabel, Ingram, and
Alfred will enter into an employment agreement with Support24,
in a form and containing substantially the identical terms as
contained in Exhibit "A" (attached hereto and made a part
hereof).
2. Zabel, Ingram, and Alfred jointly and severally represent and
warrant to BroadBand as follows:
1. Organization and Good Standing: Support24 is a,
corporation duly organized, validly existing and in
good standing under the laws of Oklahoma, with full
corporate power and authority to conduct its business
as it is now being conducted, to own or use the
properties and assets that it purports to own or use,
and to perform all its obligations. Support24 is duly
qualified to do business as a foreign corporation and
is in good standing under the laws of each state or
other jurisdiction in which either the ownership or
use of its properties owned or used by it, or the
nature of the activities conducted by it, requires
such qualification,
2. Books and Records: Support24's books of accounts,
minute books, stock record books, and other records
are complete and correct and have been maintained in
accordance with sound business practices. The minute
books contain accurate and complete records of all
meetings held of and corporate action taken by, the
shareholders of Support24.
3. Titles to Properties, Encumbrances: Support24 owns
(with good and marketable title in the case of real
property) all the properties and assets (whether
real, personal, or
<PAGE> 3
mixed and whether tangible or intangible) that it
purports to own or as reflected as owned in the books
and records of Support24, including all of the
properties and assets reflected in the balance sheet
and other financial statements of Support24.
4. Accounts Receivable: All accounts receivable of
Support24 are reflected on its balance sheet at on
the accounting records and, subject to any reserves
reflected on its financial statements, will be
collectable in full, without any set-of, within
ninety (90) days after the date such accounts shall
be due and payable.
5. No Undisclosed Liabilities: Except as set forth on
Exhibit "B" (attached hereto and made a part hereof),
Support24 has no liabilities or obligations of any
nature (whether known or unknown and whether
absolute, accrued, contingent, or otherwise).
6. Taxes Support24 has filed or caused to be filed on a
timely all tax returns, whether federal, state or
local, that are or were required to be, filed by or
with respect to any of them. Support24 has paid, or
made provision for the payment of all taxes whether
federal, state or local, that have or may become due.
7. Legal Proceedings: No legal proceeding has been
commenced by or against Support24. To the best
knowledge of Zabel, Ingram, or Alfred no such legal
proceeding has been threatened and no event has
occurred or circumstances exists that may give rise
to or serve as a basis for the commencement of any
such legal proceeding.
8. Support24 is, and at all times has been, in full
compliance with all applicable terms and
requirements, of each and every contract under which
Support24 has or had any obligations or by which
Support24 was bound and no event or circumstances
exists that (with or without notice or lapse of time)
may contravene, conflict with, or result in a
violation or breach of, or give any third party the
right to declare, a default or exercise any remedy
under, or to accelerate the maturity or performance
of, or to cancel terminate, or modify, and Support24
contract.
3. Intellectual Property. Support24 is the owner of all
right, title, and interest in and to each of its
intellectual properties, free and clear of all liens,
security interests, charges, encumbrances, equities,
and other adverse claims, and has the right to use
without payment to any third party, all of its
intellectual parties. For purpose of this Agreement,
"intellectual property" shall include:
1. all fictional business names, trade names,
registered, and unregistered trademarks,
service marks, and applications;
2. all patents, patent applications, and
inventions and discoveries that may be
patentable;
3. all copyrights in both published works and
unpublished works; and
4. all know-how, trade secrets, confidential
information, customer lists, software
programming, technical information, data,
process technology, plans,
<PAGE> 4
drawings, blue prints, and designs owned,
used or licensed by Support24.
7. Indemnification of BroadBand by Shareholders: Zabel, Ingram,
and Alfred jointly and severally, jointly and severally
indemnify and hold harmless BroadBand and its stockholders,
officers, directors, and affiliates from, and will pay to the
such indemnified entities the amount of, any loss, liability,
claim, damage (including incidental and consequential
damages), expense (including costs of investigation and
defense and reasonable attorneys' fees and costs) or
diminution of value, whether or not involving a third-party
claim, arising, directly or indirectly, from or in connection
with any breach of any representation or warranty made by
Shareholders or Support24.
8. Entire Agreement. This Agreement constitutes the full, entire
and integrated agreement between the Parties hereto with
respect to the subject matter hereof, and supercedes, all
prior negotiations, correspondence, understandings and
agreements among the parties hereto respecting the subject
matter hereof.
9. Assignability. This Agreement shall not be assignable by any
party hereto without the prior written consent of the other
parties hereto.
10. Binding Effect: Benefit. This Agreement shall inure to the
benefit of and be binding upon the Parties hereto and their
respective heirs, personal and legal representatives,
guardians, successors and/or assigns. Nothing in this
Agreement, express or implied, is intended to confer upon any
other person any rights, remedies, obligations or liabilities.
11. Amendment: Waiver, No provision of this Agreement may be
amended, waived or otherwise modified without the prior
written consent of all of the parties hereto.
12. Section Headings. The section and other headings contained in
this Agreement are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement.
13. Applicable Law. This Agreement is made and entered into, and
shall be governed by and construed in accordance with, the
laws of the State of Oklahoma.
14. Counterpart. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original
copy of this Agreement and all of which, when taken together,
will be deemed to constitute one and the same agreement.
<PAGE> 5
AGREED TO EFFECTIVE the year and date last executed by a Party hereto.
"SUPPORT 24" "BROADBAND"
Support 24 BroadBand Wireless International Corporation
By: /s/ Steve Zabel By: /s/ Ronald L. Baker
-------------------------- -------------------------------
Name: Steve Zabel Name: Ronald L. Baker
------------------------ -----------------------------
Title: Title: President
----------------------- ----------------------------
Date: 2/25/00 Date: 2-25-00
------------------------ -----------------------------
"SHAREHOLDERS"
/s/ Steve Zabel
- ------------------------
Name: Steve Zabel
-------------------
Date: 2/25/00
-------------------
/s/ Bryant Ingram
- ------------------------
Name: Bryant Ingram
-------------------
Date: 2-25-2000
-------------------
- ------------------------
Name: Joey Alfred
Date:
-------------------
