SETTLEMENT AGREEMENT
This Settlement Agreement (the "Agreement") is made
effective as of the 29th day of September, 2000, by and between
AAROW Environmental Group, Inc., a Nevada corporation a/k/a
AARO Broadband Wireless Communications Corporation ("AARO
Broadband"), Getmore Communications, Inc., an Oklahoma
corporation ("Getmore"), GKD, Inc., an Oklahoma corporation
("GKD"), Ronald L. Baker, an individual ("Baker"), Gary Duke,
an individual ("Duke") (collectively, "AARO"); Broadband
Wireless International Corporation, f/k/a Black Giant Oil
Company, a Nevada corporation ("Broadband"), by and through
Peter Bradford, Esq., duly appointed Receiver for Broadband by
United States District Judge Tim Leonard on August 11, 2000,
in Case No. CIV-00-1375, United States District Court, Western
District of Oklahoma, pursuant to an Order Appointing
Temporary Receiver entered same date (the "Receiver Order");
and Ivan Webb, an individual ("Webb") (collectively, "BBAN");
and BroadCom Wireless Communications Corporation, a/k/a
BroadCom Communications Group, a/k/a Broadband Wireless
Communications Corporation, an Oklahoma corporation
("BroadCom") by and through Peter Bradford, Esq., duly
appointed Receiver for Broadband by United States District
Judge Tim Leonard on August 11, 2000, pursuant to the Receiver
Order; and Black Giant Resources Corporation, an Oklahoma
corporation ("Black Giant Resources") by and through Peter
Bradford, Esq., duly appointed Receiver for Broadband by
United States District Judge Tim Leonard on August 11, 2000,
pursuant to the Receiver Order; and each of the Purchasers
identified in Section 2.1 hereof (the "Stipe Group").
I. HISTORY AND PURPOSE OF THE AGREEMENT
1.1 Beginning in 1999, Getmore, GKD, Baker, and
Duke in good faith entered into numerous different written and
oral agreements with BBAN, BroadCom, Black Giant Resources and
others for the purpose of creating and funding businesses
proficient in high speed internet and wireless related
services. Getmore, GKD, Baker, and Duke have alleged in the
various civil actions hereinafter identified that BBAN,
BroadCom, Black Giant Resources and others breached those
agreements. As a result of those alleged breaches of
agreements, Baker in good faith rescinded his agreements with
BBAN, BroadCom, Black Giant Resources and others.
1.2 The United States Securities and Exchange
Commission initiated a civil action on August 11, 2000, in the
United States District Court, Western District of Oklahoma,
Case No. CIV-00-1375, against BBAN, BroadCom, Black Giant
Resources, Webb and others for alleged violations of the
Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended. The District Court issued
in that civil action on August 11, 2000, a Temporary
Restraining Order, Asset Freeze and Order Requiring
Accountings, Prohibiting Destruction and Alteration of
Documents. At the same time, the District Court entered an
Order Appointing Temporary Receiver.
1.3 It is the purpose of this Agreement to
accomplish a complete and final settlement of all claims,
demands, differences and causes of action between AARO,
Getmore, GKD, Baker, Duke, BBAN, BroadCom, Black Giant
Resources, the Stipe Group and each of the officers,
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directors, agents, employees, representatives, and
shareholders thereof, with respect to the disputes described
below.
II. RECITALS
2.1 Beginning on or about February 15, 2000,
Broadband offered and sold debentures ("Debentures") to a
limited number of individuals. On or about February 15, 2000,
members of the Stipe Group purchased the Debentures, as
follows:
Debenture No. Purchaser Amount
____________ _________ ______
A-001 Gene Stipe $25,000
A-002 Gene Stipe $25,000
A-003 Eddie Harper $25,000
A-004 Eddie Harper $25,000
A-005 Viking Group $25,000
A-006 Jerry Miller Trust $25,000
A-007 Jerry Miller Trust $25,000
A-008 Gene Stipe $25,000
A-009 Steve Copeland $25,000
A-010 Stra, LLC $25,000
A-011 John Thetford $25,000
A-012 Eddie Harper $25,000
A-013 Eddie Harper $25,000
A-014 Gene Stipe $25,000
A-015 Gene Stipe $25,000
A-016 Sam Lovera $25,000
A-017 Steve Copeland $25,000
A-018 Eric Bohne $25,000
A-009 Don Brown $50,000
________
TOTAL $500,000
2.2 Beginning on or about May 15, 2000, AARO
Broadband issued 1,400,000 restricted warrants ("Restricted
Warrants") to a limited number of individuals with a strike
price of $.375. Said warrants were issued to the following
individuals ("Restricted Warrant Holders") in the
corresponding amounts:
Harper 216,666
Morsett 750,000
Stipe 216,667
Thetford 216,667
2.2 On or about May 24, 2000, Broadband filed a
civil action in the District Court of Oklahoma County,
Oklahoma styled Broadband Wireless International Corporation,
f/k/a Black Giant Oil Company vs. Ronald L. Baker, AAROW
Environmental Group, Inc., a/k/a AARO Broadband Wireless
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Communications Corporation, and Getmore Communications, Inc.,
Case No. CJ-2000-3816 (the "First Civil Action"), wherein
Broadband alleged, among other things, claims against Baker,
Getmore and AARO for negligent misrepresentation. In the
First Civil Action Baker filed counter-claims against
Broadband, and third party claims against Webb, Knight and
BroadCom alleging, among other things, claims for breach of
contract, violations of federal and state securities laws,
fraud and conversion.
2.3 On or about July 14, 2000, BroadCom and Black
Giant Resources filed a civil action in the District Court of
Oklahoma County, Oklahoma styled BroadCom Wireless
Communications, Corp and Black Giant Resources Corporation vs.
Ronald L. Baker, ARROW Environmental Groups, Inc., a/k/a AARO
Broadband Wireless Communications Corporation, and Getmore
Communications, Inc., Case No. CJ-2000-5129 (the "Second Civil
Action"), wherein BroadCom and Black Giant Resources alleged,
among other things, claims against Baker, Getmore and AARO for
negligent misrepresentation.
2.4 On or about June 30, 2000, Gary Duke, Ron
Baker, and GKD, Inc. filed a civil action in the District
Court of Oklahoma County, Oklahoma styled Gary Duke, Ron
Baker, and GKD, Inc. vs. BroadCom Wireless Communications
Corporation, Case No. CJ-2000-4813 (the "Third Civil Action"),
wherein Gary Duke, Ron Baker, and GKD, Inc. alleged, among
other things, claims against BroadCom for conversion and
fraud.
2.5 AARO, BBAN, Black Giant Resources, the Stipe
Group and BroadCom desire to compromise and resolve all claims
against one another and have reached an agreement finally
resolving all of the claims each of them has against the
other, both in the First Civil Action, the Second Civil
Action, and the Third Civil Action, and otherwise asserted or
unasserted but as may be claimed to exist as of the date
hereof.
III. TERMS OF SETTLEMENT
In consideration of the mutual covenants as set
forth herein, the parties hereto agree as follows:
3.1 Purchase and Assignment of Claims of Broadband.
AARO shall forthwith begin soliciting purchasers (the
"Assigned Claims Purchasers") for the asserted and unasserted
claims of Broadband in the First Civil Action, Second Civil
Action and Third Civil Action as against Baker, AARO
Broadband, Getmore, GKD and Duke (the "Assigned Claims").
The Assigned Claims Purchasers shall be identified on or
before the hearing date for approval of this Settlement
Agreement by the United States District Court for the Western
District of Oklahoma ("Approval Hearing") pursuant to Section
3.1.4 hereof. The aggregate purchase price for the Assigned
Claims shall be $400,000.00 ("Purchase Price"). The terms of
the purchase of the Assigned Claims shall be $200,000.00
payable to the Escrow Agent (as defined in Section 3.2 hereof)
on or before the Approval Hearing, and the remaining
$200.000.00 shall be paid to the Receiver within sixty (60)
days after the Approval Hearing. If, however, the Assigned
Claims Purchasers do not pay the remaining $200,000.00, then
AARO shall pay the $200,000.00 to the Receiver on or before
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sixty (60) days after the Approval Hearing. Such
solicitations by AARO shall be made solely on a non-public
basis, and shall be made solely to "accredited investors," as
that term is defined in Rule 501(a) of Regulation D under the
Securities Act of 1933, as Solicitations for Assigned Claims
Purchasers may only be made by duly authorized officers and/or
directors of AARO and no direct remuneration for such sales
shall be paid by AARO, the Receiver, the Assigned Claims
Purchasers or any other person to such officers and/or
directors. All Assigned Claims Purchasers shall be required to
execute such subscriptions documents and assignment of claims
agreements as shall be reasonably required by AARO Broadband
and the Receiver, respectively, and all such documentation and
the consummation of the transactions contemplated hereby shall
be contingent upon the approval of this Agreement by the
United States District Court for the Western District of
Oklahoma.
3.2 Escrow of Settlement Stock, New Warrants and
Cash. Upon execution of this Agreement, AARO Broadband shall
promptly cause to be delivered to MidFirst Bank ("Escrow
Agent"), as the escrow agent for Receiver, an aggregate of
3,000,000 shares of duly authorized, but unissued AARO common
stock, $.001 par value per share (the "Settlement Stock").
Upon execution of this Agreement, AARO Broadband shall further
promptly cause to be delivered to The Escrow Agent 1,399,998
new warrants, the attributes of which shall be identical in
form and substance to the Restricted Warrants identified in
Section 2.2 hereof (the "New Warrants"). The Escrow Agent
shall accept and hold pursuant to the terms of this Agreement:
(i) the Settlement Stock; (ii) the New Warrants; and (iii) all
of the funds paid by the Assigned Claims Purchasers pursuant
to Section 3.1 hereof.
3.3 Court Approval of Settlement Agreement.
Promptly upon execution of this agreement by all parties
hereto, the Receiver, AARO and Baker shall undertake to obtain
the approval of the terms and conditions of this Agreement in
accordance with the Order Approving Temporary Receiver dated
August 11, 2000, and provisions of Section 3(a)(10) of the
1933 Act, such that the Settlement Stock may be sold by the
Receiver to the Subscribers without restriction under the 1933
Act.
3.4 Attributes of Settlement Stock and New
Warrants. Upon entry of an appropriate court order approving
the terms and conditions of this Agreement as set forth in
sections 3.1 and 3.2, above, the Settlement Stock and New
Warrants shall be deemed to be free-trading stock exempt from
registration pursuant to Section 3(a)(10) of the 1933 Act.
3.5 Cash Payments. Upon entry of an appropriate
court order approving the terms and conditions of this
Agreement as set forth in Sections 3.1, 3.2 and 3.3, above,
the Escrow Agent shall: (i) release the cash proceeds received
from the Assigned Claim Purchasers to the Receiver; and (ii)
release the Settlement Stock to the Assigned Claims
Purchasers. In the event that, for any reason the United
States District Court does not approve the terms and
conditions of this Agreement pursuant to Section 3.3 hereof,
the Escrow Agent shall return the Settlement Stock to AARO
Broadband and return the money paid by the Assigned Claims
Purchasers.
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3.6 Return of Certain BBAN Stock of Baker and Duke.
Pursuant to various agreements entered into between BroadCom,
Getmore, GKD, Baker and Duke, Baker and Duke received
from BBAN a total of 2,700,000 shares of common stock of
BBAN. Promptly upon approval of this Agreement by
the District Court and payment of the full Purchase Price,
Baker and Duke shall take all steps necessary to cause to be
delivered to BBAN physical possession of 2,700,000 such shares
of common stock, and the Escrow Agent shall distribute 200,000
shares of the Settlement Stock to Duke.
3.7 Assumption of Debenture Liability. Upon entry
of an appropriate court order approving the terms and
conditions of this Agreement as set forth in Section 3.3
above, the Debentures, as identified in Section 2.1 hereof,
shall be deemed to have been surrendered by the Stipe Group
to Broadband, and deemed to have been cancelled by Broadband.
The Stipe Group shall thereupon be deemed to have released
and discharged BBAN and its officers and directors, past and
present, from any liability arising out of the Debentures
purchased by the Stipe Group. AARO Broadband shall thereupon
be deemed to have cancelled and thereafter deemed void the
said Debentures. In consideration of the cancellation of said
debentures by AARO Broadband, the Escrow Agent shall release
1,000,000 shares of the Settlement Stock to the Stipe Group
based upon their proportionate share of ownership in said
debentures as set forth in Section 2.1 hereof.
3.8 Cancellation of Restricted Warrants. Upon
entry of an appropriate court order approving the terms and
conditions of this Agreement as set forth in Section 3.3
above, The Restricted Warrants, as identified in Section 2.2
hereof, shall be deemed to have been surrendered by the
Restricted Warrant Holders to AARO Broadband. The
Restricted Warrant Holders shall thereupon be deemed to
have released and discharged AARO Broadband and its officers
and directors, past and present, from any liability arising
out of the Restricted Warrants purchased by the Restricted
Warrant Holders. AARO Broadband shall thereupon be deemed to
have cancelled and thereafter deemed void the said Restricted
Warrants. In consideration of the cancellation of said
Restricted Warrants by AARO Broadband, the Escrow Agent shall
release 1,400,000 New Warrants to the Restricted Warrant
Holders based upon their proportionate share of ownership in
the Restricted Warrants as set forth in Section 2.2 hereof.
3.9 Dismissal of First Civil Action.
3.9.1 Upon entry of an appropriate court
order approving the terms and conditions of this Agreement as
set forth in Section 3.3 above, Broadband shall execute and
deliver to Baker and AARO a Dismissal With Prejudice of
all of the claims asserted by it in the First Civil Action.
A copy of the form of such Dismissal With Prejudice is
attached hereto as Exhibit A. Upon receipt of such Dismissal
With Prejudice, Baker and AARO shall thereafter promptly
file such Dismissal With Prejudice with the District
Court of Oklahoma County, Oklahoma.
3.9.2 Upon entry of an appropriate court
order approving the terms and conditions of this Agreement as
set forth in Section 3.3 above, Baker shall execute and
deliver to BBAN and BroadCom a Dismissal With Prejudice of
all of the counter-claims and third party claims (except as
to claims against Don Knight) asserted by him in the First
Civil Action. A copy of
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the form of such Dismissal With Prejudice is attached hereto
as Exhibit B. Upon receipt of such Dismissal With Prejudice,
BBAN and BroadCom shall thereafter promptly file such
Dismissal With Prejudice with the District Court of Oklahoma
County, Oklahoma.
3.10 Dismissal of Second Civil Action. Upon entry
of an appropriate court order approving the terms and
conditions of this Agreement as set forth in Section 3.3
above, BroadCom Wireless Communications Corporation and
Black Giant Resources Corporation shall execute and deliver
to Baker and AARO a Dismissal With Prejudice of the Second
Civil Action. A copy of the form of Dismissal With Prejudice
is attached hereto as Exhibit C. Baker and AARO shall
thereafter promptly file such Dismissal With Prejudice with
the District Court of Oklahoma County, Oklahoma.
3.11 Dismissal of Third Civil Action. Upon entry of
an appropriate court order approving the terms and conditions
of this Agreement as set forth in Section 3.3 above, Baker,
Duke and Getmore shall execute and deliver to BroadCom Wireless
Communications Corporation and Black Giant Resources Corporation
a Dismissal With Prejudice of the Second Civil Action (except
as to claims against Don Knight). A copy of the form of
Dismissal With Prejudice is attached hereto as Exhibit D.
BroadCom Wireless Communications Corporation and Black
Giant Resources Corporation shall thereafter promptly file such
Dismissal With Prejudice with the District Court of
Oklahoma County, Oklahoma.
3.12 General Release of Baker, Duke, Getmore, GKD,
Inc., the Stipe Group and AARO. Upon entry of an appropriate
court order approving the terms and conditions of this
Agreement as set forth in Section 3.3 above and payment of
the full Purchase Price, Broadband, BroadCom, Black Giant
Resources, and Webb each, individually and collectively, for
themselves and their respective officers, directors, heirs,
successors and assigns, hereby release, discharge, and
relinquish any and all claims whatsoever, demands, causes of
action, whether in law or in equity, whether known or unknown,
anticipated or unanticipated, direct or indirect, fixed or
contingent, whether heretofore asserted or not, which they,
their officers, directors, agents, employees, heirs, personal
representatives, attorneys, insurance carriers, successors and
assigns ever had, now has, or may claim to have, against AARO,
Getmore, GKD, the Stipe Group, Baker and Duke, their
respective past and present partners, members, trustees,
beneficiaries, principals, employers, officers, shareholders,
directors, employees, attorneys, insurance carriers, agents,
heirs, related corporations, subsidiaries, personal
representatives, successors and assigns.
3.13 General Release of Broadband, BroadCom, Black
Giant Resources, and Webb. Upon entry of an appropriate court
order approving the terms and conditions of this Agreement as
set forth in Section 3.3 above and payment of the full
Purchase Price, Baker, Duke, Getmore, GKD, the Stipe Group and
AARO each, individually and collectively, for themselves and
their respective officers, directors, heirs, successors and
assigns, hereby release, discharge, and relinquish any and all
claims whatsoever, demands, causes of action, whether in law
or in equity, whether known or unknown, anticipated or
unanticipated, direct or indirect, fixed or contingent,
whether heretofore asserted or not, which they, their
officers, directors, agents, employees, heirs, personal
representatives, attorneys, insurance carriers, successors and
assigns ever had, now has, or may claim to have, against
Broadband, BroadCom, Black Giant Resources, and Webb (but not
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Don Knight), and, except for Don Knight, their respective past
and present partners, members, trustees, beneficiaries,
principals, employers, officers, shareholders, directors,
employees, attorneys, insurance carriers, agents, heirs,
related corporations, subsidiaries, personal representatives,
successors and assigns.
3.14 Specific Release of GKD Related Claims. Upon
entry of an appropriate court order approving the terms and
conditions of this Agreement as set forth in Section 3.3
above and payment of the full Purchase Price, Duke and Baker,
in their individual capacity, specifically release, discharge,
and relinquish any and all claims, demands or causes of action
that they had, may have, or which may hereafter accrue against
Broadband, BroadCom, Black Giant Resources, and Webb (but not
Don Knight), and arising out of any alleged sale, exchange or
transfer of any stock or other ownership interest in or to
GKD, Inc. Broadband, BroadCom, Black Giant Resources, and
Webb specifically release, discharge, and relinquish any and
all claims, demands or causes of action that they had, may
have, or which may hereafter accrue against Duke or Baker and
arising out of any alleged sale, exchange or transfer of any
stock or other ownership interest in or to GKD, Inc.
Broadband, BroadCom, Black Giant Resources, and Webb
acknowledge that they, and each of them, have no stock or
other equitable or legal ownership interest in or claim to
GKD, Inc.
IV. INDEMNIFICATION
4.1 Indemnification of AARO. Upon entry of an
appropriate court order approving the terms and conditions of
this Agreement as set forth in Section 3.3 above and payment
of the full Purchase Price, Broadband hereby agrees to
indemnify and hold harmless AARO and each officer, director
and employee (whether past, present or future) of AARO against
and in respect of all actions, suits, proceedings, demands,
and assessments brought by any past, present or future holder
of one or more shares of common stock of Broadband in
connection with both this Settlement Agreement and the various
claims of Broadband finally resolved and settled hereby, and
any judgments, attorney's fees, costs and expenses associated
therewith.
4.2 Indemnification of Broadband. Upon entry of an
appropriate court order approving the terms and conditions of
this Agreement as set forth in Section 3.3 above and payment
of the full Purchase Price, AARO hereby agrees to indemnify
and hold harmless the Receiver, Broadband and each officer,
director and employee (whether past, present or future) of
Broadband against and in respect of all actions, suits,
proceedings, demands, and assessments brought by any past,
present or future holder of one or more shares of common stock
of AARO in connection with both this Settlement Agreement and
the various claims of AARO finally resolved and settled
hereby, and any judgments, attorney's fees, costs and expenses
associated therewith.
V. MISCELLANEOUS PROVISIONS
5.1 Press Releases. Neither AARO nor BBAN shall
issue any press release describing or in any way referring to
this Settlement Agreement without the prior written approval
of the other. AARO and BBAN shall each work in good faith to
prepare either a mutually acceptable joint release or mutually
acceptable separate releases.
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5.2 Compromise. The parties agree that they are
entering into this Agreement as a compromise of disputed
claims to avoid the cost and expense of litigation. By
entering into this Agreement, none of the parties hereto
admits any wrongdoing, liability or obligation whatsoever.
5.3 Additional Documents. All parties agree to
furnish any additional information and execute any and all
additional documents not inconsistent with the provisions of
this Agreement which may be required by, or as may be
necessary or proper to carry out effectively, the provisions
and purposes of this Agreement.
5.4 Partial Invalidity. If a part of this
Agreement is declared to be illegal or unenforceable by a
court of competent jurisdiction, then the remainder shall be
construed as a valid, enforceable contract, if practical.
5.5 Entire Agreement. This Agreement embodies the
entire agreement between the parties hereto with respect to
the matters involved herein and supersedes any previous
negotiations or agreements between the parties with respect to
such matters. This Agreement was not executed in reliance
upon any statement or representation by either party other
than those set forth above. This Agreement may not be
modified except by a subsequent agreement in writing signed by
all affected parties. No amendment or modification of this
Agreement shall be effective unless executed in writing by the
parties affected by such amendment or modification.
5.6 Counterparts. This Agreement may be executed
in any number of counterparts, each of which constitutes an
original and all of which taken together shall constitute one
and the same agreement.
5.7 Authority to Execute. The signatories hereto
each warrant that they have the authority to enter this
Agreement, and any related documents, on behalf of the
individual and/or entity on whose behalf they execute said
documents.
5.8 Binding Effect. This Agreement shall be
binding upon and inure to the benefit of the parties hereto
and their successors, assigns, heirs and personal
representatives.
5.9 Paragraph Headings. The paragraph headings
contained herein are included for convenience and reference
purposes only and are not to be used in construing or
interpreting this Agreement.
5.10 Time of Essence. Time is of the essence of
this Agreement.
5.11 Governing Law. The validity, construction and
enforcement of this Agreement shall be governed by the laws of
the State of Oklahoma.
5.12 Enforceability. The covenants of this
Agreement shall be specifically enforceable. In the event
either party shall file an action to enforce the obligations
imposed on the other party, the prevailing party shall be
entitled to its costs and expenses, including a reasonable
attorney's fee, incurred in connection with enforcement of
such obligations.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement to be effective as of the day and year first above
written.
BROADBAND WIRELESS INTERNATIONAL
CORPORATION, f/k/a BLACK GIANT
OIL COMPANY, a Nevada corporation
By: /s/ Peter Bradford
______________________________
Its: Receiver
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )
Before me, the undersigned authority, on this day
personally appeared Peter Bradford, known to me to be the
person whose name is subscribed to the foregoing instrument,
and acknowledged to me that she executed the same as her free
and voluntary act and deed for the uses and purposes therein
set forth.
Given under my hand and seal of office this 20th day of
September, 2000.
/s/ JoAnn Mickle
_________________________________
Notary Public
My Commission Expires:
1-26-2002
______________________
(SEAL)
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AAROW ENVIRONMENTAL GROUP, INC.,
a Nevada corporation
By: /s/ Ronald L. Baker
_________________________
Its: President
ATTEST:
/s/ Herbert Canfield
________________________
Asst. Secretary
(SEAL)
CORPORATE ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )
Before me, the undersigned authority, on this day
personally appeared Ronald L. Baker, known to me to
be the person whose name is subscribed to the foregoing
instrument as President of AARO Broadband Wireless
Communications Corporation, and acknowledged to me that he is
authorized to execute on behalf of the corporation, and that
he executed the same for the purposes and consideration
therein expressed in the capacity herein stated and as the act
and deed of the corporation.
Given under my hand and seal of office this 20th day
of September, 2000.
/s/ Carla Bensinger
____________________________________
Notary Public
My Commission Expires:
5-12-2004
______________________
(SEAL)
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BROADCOM WIRELESS COMMUNICATIONS
CORPORATION, an Oklahoma corporation
By: /s/ Peter Bradford
______________________________________
Its: Receiver
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )
Before me, the undersigned authority, on this day
personally appeared Peter Bradford, known to me to be the
person whose name is subscribed to the foregoing instrument,
and acknowledged to me that she executed the same as her free
and voluntary act and deed for the uses and purposes therein
set forth.
Given under my hand and seal of office this 20th day of
September, 2000.
/s/ JoAnn Mickle
____________________________________
Notary Public
My Commission Expires:
1-26-2002
______________________
(SEAL)
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BLACK GIANT RESOURCES CORPORATION,
an Oklahoma corporation
By: /s/ Peter Bradford
______________________________________
Its: Receiver
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )
Before me, the undersigned authority, on this day
personally appeared Peter Bradford, known to me to be the
person whose name is subscribed to the foregoing instrument,
and acknowledged to me that she executed the same as her free
and voluntary act and deed for the uses and purposes therein
set forth.
Given under my hand and seal of office this 20th day of
September, 2000.
/s/ JoAnn Mickle
____________________________________
Notary Public
My Commission Expires:
1-26-2002
______________________
(SEAL)
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GETMORE COMMUNICATIONS, INC.,
an Oklahoma corporation
By: /s/ Gary Duke
_____________________________________
Its: President
ATTEST:
________________________
Secretary
(SEAL)
CORPORATE ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )
Before me, the undersigned authority, on this day
personally appeared Gary Duke, known to me to
be the person whose name is subscribed to the foregoing
instrument as President of Getmore Communications, Inc., and
acknowledged to me that he is authorized to execute on behalf
of the corporation, and that he executed the same for the
purposes and consideration therein expressed in the capacity
herein stated and as the act and deed of the corporation.
Given under my hand and seal of office this 20th day
of September, 2000.
/s/ Sarah M. Hernandez
___________________________________
Notary Public
My Commission Expires:
8-4-2004
______________________
(SEAL)
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GKD, INC., an Oklahoma corporation
By: /s/ Gary Duke
_______________________________
Its: President
ATTEST:
________________________
Secretary
(SEAL)
CORPORATE ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )
Before me, the undersigned authority, on this day
personally appeared Gary Duke, known to me to
be the person whose name is subscribed to the foregoing
instrument as President of GKD, Inc., and acknowledged to me
that he is authorized to execute on behalf of the corporation,
and that he executed the same for the purposes and
consideration therein expressed in the capacity herein stated
and as the act and deed of the corporation.
Given under my hand and seal of office this 20th day
of September, 2000.
/s/ Sarah M. Hernandez
___________________________________
Notary Public
My Commission Expires:
8-4-2004
______________________
(SEAL)
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/s/ Ronald L. Baker
____________________________________
Ronald L. Baker, an individual
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )
Before me, the undersigned authority, on this day
personally appeared Ronald L. Baker, known to me to be the
person whose name is subscribed to the foregoing instrument,
and acknowledged to me that he executed the same as his free
and voluntary act and deed for the uses and purposes therein
set forth.
Given under my hand and seal of office this 20th day of
September, 2000.
/s/ Carla Bensinger
___________________________________
Notary Public
My Commission Expires:
5-12-2004
______________________
(SEAL)
15
<PAGE>
<PAGE>
/s/ Gary Duke
____________________________________
Gary Duke, an individual
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF OKLAHOMA )
Before me, the undersigned authority, on this day
personally appeared Gary Duke, known to me to be the person
whose name is subscribed to the foregoing instrument, and
acknowledged to me that she executed the same as her free and
voluntary act and deed for the uses and purposes therein set
forth.
Given under my hand and seal of office this 20th day of
September, 2000.
/s/ Sarah M. Hernandez
___________________________________
Notary Public
My Commission Expires:
8-4-2004
______________________
(SEAL)
16
<PAGE>
/s/ Ivan W. Webb
____________________________________
Ivan W. Webb, an individual
INDIVIDUAL ACKNOWLEDGMENT
STATE OF TEXAS )
) ss.
COUNTY OF EASTLAND )
Before me, the undersigned authority, on this day
personally appeared Ivan W. Webb, known to me to be the person
whose name is subscribed to the foregoing instrument, and
acknowledged to me that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set
forth.
Given under my hand and seal of office this 21st day of
September, 2000.
___________________________________
Notary Public
My Commission Expires:
6-22-2001
______________________
(SEAL)
17
<PAGE>
<PAGE>
THE STIPE GROUP
By: /s/ John M. Thetford
____________________________________
John M. Thetford
Attorney-in-Fact
INDIVIDUAL ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss.
COUNTY OF TULSA )
Before me, the undersigned authority, on this day
personally appeared John Thetford, known to me to be the
person whose name is subscribed to the foregoing instrument,
and acknowledged to me that he executed the same as his free
and voluntary act and deed for the uses and purposes therein
set forth, and pursuant to the Power of Attorney attached
hereto as Exhibit E.
Given under my hand and seal of office this 28th day of
September, 2000.
/s/ Cynthia S. Goins
___________________________________________
Notary Public
My Commission Expires:
10/03/02
______________________
(SEAL)
<PAGE>
THE DISTRICT COURT OF OKLAHOMA COUNTY
STATE OF OKLAHOMA
BROADBAND WIRELESS )
INTERNATIONAL CORPORATION, )
f/k/a BLACK GIANT OIL COMPANY, )
a Nevada corporation, )
)
Plaintiff, )
)
vs. ) Case No. CJ-2000-3816
)
RONALD L. BAKER, AAROW )
ENVIRONMENTAL GROUP, INC. )
a/k/a AARO BROADBAND WIRELESS )
COMMUNICATIONS CORPORATION, )
an Arkansas corporation; and GETMORE )
COMMUNICATIONS, INC., an Oklahoma )
corporation, )
)
Defendants. )
DISMISSAL WITH PREJUDICE
________________________
The Plaintiff, Broadband Wireless International
Corporation, f/k/a Black Giant Oil Company, by and through its
Court Appointed Receiver, Peter B. Bradford, hereby dismisses
with prejudice the within action against Defendants, Ronald L.
Baker, AAROW Environmental Group, Inc. a/k/a AARO Broadband
Wireless Communications Corporation and Getmore Communications,
Inc. in its entirety, each party to their own costs and attorneys'
fees.
EXHIBIT "A"
<PAGE>
_______________________________________
TIMOTHY J. BOMHOFF, OBA#13172
CONNER & WINTERS, P.C.
One Leadership Square, Suite 1700
211 North Robinson
Oklahoma City, OK 73102-7101
(405) 272-5711
(405) 232-2695 - facsimile
ATTORNEY FOR PETER B. BRADFORD,
COURT APPOINTED RECEIVER FOR
PLAINTIFF, BROADBAND WIRELESS
INTERNATIONAL CORPORATION
f/k/a BLACK GIANT OIL COMPANY
CERTIFICATE OF SERVICE
This is to certify that a true and correct copy of the
above and foregoing instrument was mailed this ___ day of
September, 2000, by U.S. Mail, first-class, postage prepaid,
to:
Clell I. "Skip" Cunningham, III
Dunn, Swan & Cunningham, P.C.
2800 Oklahoma Tower
210 West Park Avenue
Oklahoma City, OK 73102
Eddie Harper
Gene Stipe
Stipe Law Firm
P.O. Box 1368
McAlester, OK 74502
John M. Thetford
Stipe Law Firm
2417 E. Skelly Drive
P.O. Box 701110
Tulsa, OK 74170
CONNER & WINTERS, P.C.
_______________________________________
TIMOTHY J. BOMHOFF
G:\TBOM\BroadBand\Baker-1\DISMISSAL.W-PREJUDICE.wpd
2
<PAGE>
THE DISTRICT COURT OF OKLAHOMA COUNTY
STATE OF OKLAHOMA
BROADBAND WIRELESS )
INTERNATIONAL CORPORATION, )
f/k/a BLACK GIANT OIL COMPANY, )
a Nevada corporation, )
)
Plaintiff, )
)
vs. ) Case No. CJ-2000-3816
)
RONALD L. BAKER, AAROW )
ENVIRONMENTAL GROUP, INC. )
a/k/a AARO BROADBAND WIRELESS )
COMMUNICATIONS CORPORATION, )
an Arkansas corporation; and GETMORE )
COMMUNICATIONS, INC., an Oklahoma )
corporation, )
)
Defendants. )
DISMISSAL WITH PREJUDICE
_________________________
The Defendant, Ronald L. Baker, by and through his counsel,
hereby dismisses with prejudice his counterclaims in the within
action against Plaintiff, Broadband Wireless International
Corporation, f/k/a Black Giant Oil Company, in their entirety.
Defendant, Ronald L. Baker, further dismisses, with prejudice, his
third party claims against third party defendants, BroadCom Wireless
Communications Corporation, and Ivan W. Webb, each party to bear
their own costs and attorneys' fees. Defendant, Ronald L. Baker
preserves all of his claims against third party defendant, Don L.
Knight
EXHIBIT "B"
<PAGE>
_______________________________________
CLELL I. CUNNINGHAM III, OBA#2093
DUNN SWAN & CUNNINGHAM
2800 Oklahoma Tower
210 Park Avenue
Oklahoma City, OK 73102
(405) 235-8318
(405) 235-9605 - facsimile
ATTORNEY FOR DEFENDANT,
RONALD L. BAKER
______________________________________
GENE STIPE, OBA#8642
EDDIE HARPER, OBA#3878
STIPE LAW FIRM
P.O. Box 1368
McAlester, OK 74502
(918) 423-0421
(918) 423-0266 - facsimile
-and-
JOHN M. THETFORD, OBA#12892
2417 East Skelly Drive
P.O. Box 701110
Tulsa, OK 74170-1110
(918) 749-0749
(918) 747-0751 - facsimile
ATTORNEYS FOR DEFENDANT,
AAROW ENVIRONMENTAL GROUP, INC.,
a/k/a AARO BROADBAND WIRELESS
COMMUNICATIONS CORPORATION
and GETMORE COMMUNICATIONS, INC.
2
<PAGE>
<PAGE>
CERTIFICATE OF SERVICE
This is to certify that a true and correct copy of the
above and foregoing instrument was mailed this ___ day of
September, 2000, by U.S. Mail, first-class, postage prepaid,
to:
Timothy J. Bomhoff
Conner & Winters
One Leadership Square, Suite 1700
211 North Robinson
Oklahoma City, OK 73102-7101
_______________________________________
CLELL I. CUNNINGHAM III
G:\TBOM\BroadBand\Baker-1\DISMISSAL.W-PREJUDICE-2.wpd
3
<PAGE>
IN THE DISTRICT COURT OF OKLAHOMA COUNTY
STATE OF OKLAHOMA
BROADCOM WIRELESS )
COMMUNICATIONS CORP., an )
Oklahoma corporation, and BLACK )
GIANT RESOURCES CORPORATION, )
an Oklahoma corporation, )
)
Plaintiffs, )
)
vs. ) Case No. CJ-2000-5129
)
RONALD L. BAKER, AAROW )
ENVIRONMENTAL GROUPS, INC. )
a/k/a AARO BROADBAND WIRELESS )
COMMUNICATIONS CORPORATION, )
an Arkansas corporation; and GETMORE )
COMMUNICATIONS, INC., an Oklahoma )
corporation, )
)
Defendants. )
DISMISSAL WITH PREJUDICE
_________________________
The Plaintiffs, BroadCom Wireless Communications Corp.
and Black Giant Resources Corporation, by and through its
Court Appointed Receiver, Peter B. Bradford, hereby dismiss
with prejudice the within action against Defendants, Ronald L.
Baker, AAROW Environmental Groups, Inc., a/k/a AARO Broadband
Wireless Communications Corporation and Getmore Communications,
Inc. in its entirety, each party to bear their own costs and
attorneys' fees.
EXHIBIT "C"
<PAGE>
<PAGE>
_______________________________________
TIMOTHY J. BOMHOFF, OBA#13172
CONNER & WINTERS, P.C.
One Leadership Square, Suite 1700
211 North Robinson
Oklahoma City, OK 73102-7101
(405) 272-5711
(405) 232-2695 - facsimile
ATTORNEY FOR PETER B. BRADFORD,
COURT APPOINTED RECEIVER FOR
PLAINTIFFS, BROADCOM WIRELESS
COMMUNICATIONS CORP. and BLACK
GIANT RESOURCES CORPORATION
CERTIFICATE OF SERVICE
_______________________
This is to certify that a true and correct copy of the
above and foregoing instrument was mailed this ___ day of
September, 2000, by U.S. Mail, first-class, postage prepaid,
to:
Clell I. "Skip" Cunningham, III
Dunn, Swan & Cunningham, P.C.
2800 Oklahoma Tower
210 West Park Avenue
Oklahoma City, OK 73102
Eddie Harper
Gene Stipe
Stipe Law Firm
P.O. Box 1368
McAlester, OK 74502
John M. Thetford
Stipe Law Firm
2417 E. Skelly Drive
P.O. Box 701110
Tulsa, OK 74170
CONNER & WINTERS, P.C.
_______________________________________
TIMOTHY J. BOMHOFF
G:\TBOM\BroadBand\Baker-2\DISMISSAL.W-PREJUDICE.wpd
2
<PAGE>
<PAGE>
IN THE DISTRICT COURT OF OKLAHOMA COUNTY
STATE OF OKLAHOMA
GARY DUKE, an individual, RON )
BAKER, an individual, and GKD, INC., )
an Oklahoma corporation, )
)
Plaintiffs, )
)
vs. ) Case No. CJ-2000-4813
)
BROADCOM WIRELESS )
COMMUNICATIONS CORPORATION, )
an Oklahoma corporation, )
)
Defendant. )
DISMISSAL WITH PREJUDICE
________________________
The Plaintiffs, Gary Duke, Ron Baker and GKD, Inc., by
and through their counsel, hereby dismiss with prejudice the
within action against Defendant, BroadCom Wireless Communications
Corporation in the above styled cause, with prejudice to any
future refiling of the same, each party to bear their own costs
and attorneys' fees.
_______________________________________
C. CRAIG COLE, OBA#1775
C. CRAIG COLE & ASSOCIATES
317 N.W. 12th Street
Oklahoma City, OK 73103
(405) 232-8700
(405) 232-1655 - facsimile
ATTORNEY FOR PLAINTIFFS,
GARY DUKE, RON BAKER, and GKD, INC.
EXHIBIT "D"
<PAGE>
<PAGE>
CERTIFICATE OF SERVICE
______________________
This is to certify that a true and correct copy of the above
and foregoing instrument was mailed this ___ day of September,
2000, by U.S. Mail, first-class, postage prepaid, to:
Timothy J. Bomhoff
Conner & Winters, P.C.
One Leadership Square, Suite 1700
211 North Robinson
Oklahoma City, OK 73102
Attorney for Receiver, Peter B. Bradford
_______________________________________
C. CRAIG COLE
G:\TBOM\BroadBand\Duke\DISMISSAL.W-PREJUDICE.wpd
2
<PAGE>
<PAGE>
LIMITED POWER OF ATTORNEY
I, GENE STIPE, of McAlester, Oklahoma, do hereby execute
this Limited Power of Attorney with the intention that the
attorney-in-fact hereinafter named shall be able to act in my
place for the purposes and duration set forth herein.
SECTION 1. Designation of Attorney.
1.01. I constitute and appoint John Thetford to be
my attorney-in fact to act for me, in my name, and in my place.
SECTION 2. Effective Date of Power of Attorney.
2.01. This Limited Power of Attorney shall become
effective on September 27, 2000, and shall remain effective,
unless sooner revoked by me, until the execution of the
Settlement Agreement described in Section 3, below.
SECTION 3. Settlement Agreement.
3.01. In February, 2000, I acquired four (4) Twenty-
Five Thousand Dollar ($25,000) debentures (Debenture Nos. A-001,
A-002, A-014, and A-015) (the "Debentures"), in Broadband
Wireless International Communications, Inc., a Nevada corporation
("Broadband"). On August 11, 2000, the United States District
Court for the Western District of Oklahoma in Case No. CIV-00-
1375 issued a Temporary Restraining Order, Asset Freeze and Order
Requiring Accountings, Prohibiting Destruction and Alteration of
Documents and entered an additional order appointing Peter
Bradford, Esq., as Receiver (the "Receiver") of Broadband. On or
about the 15'" day of September, the Receiver filed the
Preliminary Report of Temporary Receiver which provided, among
EXHIBIT "E"
<PAGE>
other matters, that the total assets of Broadband are valued at
$29,444.62 and the net worth of Broadband is a negative
$120,208.00.
3.02. Beginning in late May, 2000, a series of
lawsuits were filed by Broadband and affiliated companies
against Aarow Environmental Group, Inc., d/b/a Aaro Broadband
Wireless Communications, Inc., a. Nevada corporation ("Aaro")
and filed by affiliates of Aaro against Broadband and its
affiliates. A settlement agreement (the "Settlement
Agreement") has been agreed by and among the parties to the
lawsuits including, but not limited to, Broadband (represented
by the Receiver), Aaro and the affiliated parties. A copy of
the Settlement Agreement has been attached to this Power of
Attorney as Exhibit "A."
3.03. As part of the Settlement Agreement, Aaro
has agreed to assume the obligations of my Debentures and I
have agreed to accept, in full surrender and cancellation of
such Debentures, 200,000 shares of Aaro's $0.001 par value
common stock. Pursuant to the terms of the Settlement
Agreement, such shares of stock shall not be subject to any
restriction on transfer and shall be deemed free-trading stock
exempt from registration under Section 3(a)(1 0) of the
Securities Act of 1933.
SECTION 4. Powers.
4.01. My attorney-in fact shall have all of the
powers, discretions, elections, and authorities to execute the
Settlement Agreement on my behalf and in my stead and such
signature thereon shall be construed as if I had executed it
directly.
4.02. My attorney-in-fact shall have the power
to execute, seal, acknowledge, and deliver the Settlement
Agreement on my behalf in connection with the transaction
2
<PAGE>
described in the preceding Sections 3.01 through 3.03 and his
execution thereon shall be of the same force and
enforceability as if I had executed such Settlement Agreement
in person.
SECTION 5. Ratification; Use of Photocopy.
5.01. I hereby ratify, allow, acknowledge, and
hold firm and valid all acts heretofore or hereafter taken by
my attorney-in-fact by virtue of these presents.
5.02. I hereby authorize the use of a photocopy
of this Limited Power of Attorney, in lieu of the original
copy executed by me, for the purpose of effectuating the terms
and provisions hereof.
WITNESS my hand this 27th day of September, 2000.
/s/ Gene Stipe
_________________________________
GENE STIPE
STATE OF OKLAHOMA )
) SS.
COUNTY OF PITTSBURG )
Before me, the undersigned, a Notary Public, in and for
said County and State, on this 27th day of September, 2000,
personally appeared GENE STIPE, to me known to be the
identical person who executed the within and foregoing
instrument and acknowledged to me that he executed the same as
his free and voluntary act and deed for the uses and purposes
therein set forth.
3
<PAGE>
<PAGE>
Given under my hand and seal the day and year first above
written.
/s/ Charlene Spears
_________________________________
Notary Public
My Commission Expires:
3-13-2003
______________________
4
<PAGE>
<PAGE>
LIMITED POWER OF ATTORNEY
I, EDDIE HARPER, of McAlester, Oklahoma, do hereby
execute this Limited Power of Attorney with the intention that
the attorney-in-fact hereinafter named shall be able to act in
my place for the purposes and duration set forth herein.
SECTION 1. Designation of Attorney.
1.01. I constitute and appoint John Thetford to
be my attorney-in fact to act for me, in my name, and in my
place.
SECTION 2. Effective Date of Power of Attorney.
2.01. This Limited Power of Attorney shall
become effective on September 27, 2000, and shall remain
effective, unless sooner revoked by me, until the execution of
the Settlement Agreement described in Section 3, below.
SECTION 3. Settlement Agreement.
3.01. In February, 2000, I acquired four (4)
Twenty-five Thousand Dollar ($25,000) debentures (Debenture
Nos. A-003, A-004, A-012, and A-013) (the "Debentures"), in
Broadband Wireless International Communications, Inc., a
Nevada corporation ("Broadband"). On August 11, 2000, the
United States District Court for the Western District of
Oklahoma in Case No. CIV-00-1375 issued a Temporary
Restraining Order, Asset Freeze and Order Requiring
Accountings, Prohibiting Destruction and Alteration of
Documents and entered an additional order appointing Peter
Bradford, Esq., as Receiver (the "Receiver") of Broadband. On
or about the 15'" day of September, the Receiver filed the
Preliminary Report of Temporary Receiver which provided, among
1
<PAGE>
<PAGE>
other matters, that the total assets of Broadband are valued
at $29,444.62 and the net worth of Broadband is a negative
$120,208.00.
3.02. Beginning in late May, 2000, a series of
lawsuits were filed by Broadband and affiliated companies
against Aarow Environmental Group, Inc., d/b/a Aaro Broadband
Wireless Communications, Inc., a. Nevada corporation ("Aaro")
and filed by affiliates of Aaro against Broadband and its
affiliates. A settlement agreement (the "Settlement
Agreement") has been agreed by and among the parties to the
lawsuits including, but not limited to, Broadband (represented
by the Receiver), Aaro and the affiliated parties. A copy of
the Settlement Agreement has been attached to this Power of
Attorney as Exhibit "A."
3.03. As part of the Settlement Agreement, Aaro
has agreed to assume the obligations of my Debentures and I
have agreed to accept, in full surrender and cancellation of
such Debentures, 200,000 shares of Aaro's $0.001 par value
common stock. Pursuant to the terms of the Settlement
Agreement, such shares of stock shall not be subject to any
restriction on transfer and shall be deemed free-trading stock
exempt from registration under Section 3(a)(1 0) of the
Securities Act of 1933.
SECTION 4. Powers.
4.01. My attorney-in fact shall have all of the
powers, discretions, elections, and authorities to execute the
Settlement Agreement on my behalf and in my stead and such
signature thereon shall be construed as if I had executed it
directly.
4.02. My attorney-in-fact shall have the power
to execute, seal, acknowledge, and deliver the Settlement
Agreement on my behalf in connection with the transaction
2
<PAGE>
described in the preceding Sections 3.01 through 3.03 and his
execution thereon shall be of the same force and
enforceability as if I had executed such Settlement Agreement
in person.
SECTION 5. Ratification; Use of Photocopy.
5.01. I hereby ratify, allow, acknowledge, and
hold firm and valid all acts heretofore or hereafter taken by
my attorney-in-fact by virtue of these presents.
5.02. I hereby authorize the use of a photocopy
of this Limited Power of Attorney, in lieu of the original
copy executed by me, for the purpose of effectuating the terms
and provisions hereof.
WITNESS my hand this 27th day of September, 2000.
/s/ Eddie Harper
________________________
EDDIE HARPER
STATE OF OKLAHOMA )
) SS.
COUNTY OF PITTSBURG )
Before me, the undersigned, a Notary Public, in and for
said County and State, on this 27th day of September, 2000,
personally appeared EDDIE HARPER, to me known to be the
identical person who executed the within and foregoing
instrument and acknowledged to me that he executed the same as
his free and voluntary act and deed for the uses and purposes
therein set forth.
3
<PAGE>
Given under my hand and seal the day and year first above
written.
/s/ Charlene Spears
________________________________
Notary Public
My Commission Expires:
3-13-2003
______________________
4
<PAGE>
<PAGE>
LIMITED POWER OF ATTORNEY
I, MIKE MORRISETT, President of VIKING GROUP, of Tulsa,
Oklahoma, do hereby execute this Limited Power of Attorney
with the intention that the attorney-in-fact hereinafter named
shall be able to act in my place for the purposes and duration
set forth herein.
SECTION 1. Designation of Attorney.
1.01. I constitute and appoint John Thetford to
be my attorney-in fact to act for me, in my name, and in my
place.
SECTION 2. Effective Date of Power of Attorney.
2.01. This Limited Power of Attorney shall
become effective on September 27, 2000, and shall remain
effective, unless sooner revoked by me, until the execution of
the Settlement Agreement described in Section 3, below.
SECTION 3. Settlement Agreement.
3.01. In February, 2000, VIKING GROUP acquired a
Twenty-five Thousand Dollar ($25,000) debenture (Debenture No.
A-005) (the "Debenture"), in Broadband Wireless International
Communications, Inc., a Nevada corporation ("Broadband"). On
August 11, 2000, the United States District Court for the
Western District of Oklahoma in Case No. CIV-00-1375 issued a
Temporary Restraining Order, Asset Freeze and Order Requiring
Accountings, Prohibiting Destruction and Alteration of
Documents and entered an additional order appointing Peter
Bradford, Esq., as Receiver (the "Receiver") of Broadband. On
or about the 15th day of September, the Receiver filed the
1
<PAGE>
Preliminary Report of Temporary Receiver which provided, among
other matters, that the total assets of Broadband are valued
at $29,444.62 and the net worth of Broadband is a negative
$120,208.00.
3.02. Beginning in late May, 2000, a series of
lawsuits were filed by Broadband and affiliated companies
against Aarow Environmental Group, Inc., d/b/a Aaro Broadband
Wireless Communications, Inc., a. Nevada corporation ("Aaro")
and filed by affiliates of Aaro against Broadband and its
affiliates. A settlement agreement (the "Settlement
Agreement") has been agreed by and among the parties to the
lawsuits including, but not limited to, Broadband (represented
by the Receiver), Aaro and the affiliated parties. A copy of
the Settlement Agreement has been attached to this Power of
Attorney as Exhibit "A."
3.03. As part of the Settlement Agreement, Aaro
has agreed to assume the obligations of the Debenture of
VIKING GROUP and VIKING GROUP has agreed to accept, in full
surrender and cancellation of such Debenture, 50,000 shares of
Aaro's $0.001 par value common stock. Pursuant to the terms of
the Settlement Agreement, such shares of stock shall not be
subject to any restriction on transfer and shall be deemed
free-trading stock exempt from registration under Section
3(a)(1 0) of the Securities Act of 1933.
SECTION 4. Powers.
4.01. My attorney-in fact shall have all of the
powers, discretions, elections, and authorities to execute the
Settlement Agreement on my behalf and in my stead and such
signature thereon shall be construed as if I had executed it
directly.
2
<PAGE>
4.02. My attorney-in-fact shall have the power
to execute, seal, acknowledge, and deliver the Settlement
Agreement on my behalf of VIKING GROUP in connection with the
transaction described in the preceding Sections 3.01 through
3.03 and his execution thereon shall be of the same force and
enforceability as if I had executed such Settlement Agreement
in person.
SECTION 5. Ratification; Use of Photocopy.
5.01. I hereby ratify, allow, acknowledge, and
hold firm and valid all acts heretofore or hereafter taken by
my attorney-in-fact by virtue of these presents.
5.02. I hereby authorize the use of a photocopy
of this Limited Power of Attorney, in lieu of the original
copy executed by me, for the purpose of effectuating the terms
and provisions hereof.
WITNESS my hand this 29th day of September, 2000.
VIKING GROUP
By /s/ Mike Morrisett
________________________
Mike Morrisett
President
STATE OF OKLAHOMA )
) SS.
COUNTY OF TULSA )
Before me, the undersigned, a Notary Public, in and for
said County and State, on this 29th day of September, 2000,
personally appeared Mike Morrisett, to me known to be the
identical person who executed the within and foregoing
3
<PAGE>
instrument and acknowledged to me that he executed the same as
his free and voluntary act and deed for the uses and purposes
therein set forth.
Given under my hand and seal the day and year first above
written.
/s/ Cynthia S. Goins
_________________________________
Notary Public
My Commission Expires:
10-02-2002
_______________________
4
<PAGE>
<PAGE>
LIMITED POWER OF ATTORNEY
I, William D. Miller II, of Oklahoma City, Oklahoma, do
hereby execute this Limited Power of Attorney with the
intention that the attorney-in-fact hereinafter named shall be
able to act in my place for the purposes and duration set
forth herein.
SECTION 1. Designation of Attorney.
1.01. I constitute and appoint John Thetford to
be my attorney-in fact to act for me, in my name, and in my
place.
SECTION 2. Effective Date of Power of Attorney.
2.01. This Limited Power of Attorney shall
become effective on September 27, 2000, and shall remain
effective, unless sooner revoked by me, until the execution of
the Settlement Agreement described in Section 3, below.
SECTION 3. Settlement Agreement.
3.01. In February, 2000, I acquired a Twenty-
five Thousand Dollar ($25,000) debenture) (Debenture No. A-
006) (the "Debenture"), in Broadband Wireless International
Communications, Inc., a Nevada corporation ("Broadband"). On
August 11, 2000, the United States District Court for the
Western District of Oklahoma in Case No. CIV-00-1375 issued a
Temporary Restraining Order, Asset Freeze and Order Requiring
Accountings, Prohibiting Destruction and Alteration of
Documents and entered an additional order appointing Peter
Bradford, Esq., as Receiver (the "Receiver") of Broadband. On
or about the 15th day of September, the Receiver filed the
1
<PAGE>
Preliminary Report of Temporary Receiver which provided, among
other matters, that the total assets of Broadband are valued
at $29,444.62 and the net worth of Broadband is a negative
$120,208.00.
3.02. Beginning in late May, 2000, a series of
lawsuits were filed by Broadband and affiliated companies
against Aarow Environmental Group, Inc., d/b/a Aaro Broadband
Wireless Communications, Inc., a. Nevada corporation ("Aaro")
and filed by affiliates of Aaro against Broadband and its
affiliates. A settlement agreement (the "Settlement
Agreement") has been agreed by and among the parties to the
lawsuits including, but not limited to, Broadband (represented
by the Receiver), Aaro and the affiliated parties. A copy of
the Settlement Agreement has been attached to this Power of
Attorney as Exhibit "A."
3.03. As part of the Settlement Agreement, Aaro
has agreed to assume the obligations of my Debenture of JERRY
MILLER TRUST and JERRY MILLER TRUST has agreed to accept, in
full surrender and cancellation of such Debenture, 100,000
shares of Aaro's $0.001 par value common stock. Pursuant to
the terms of the Settlement Agreement, such shares of stock
shall not be subject to any restriction on transfer and shall
be deemed free-trading stock exempt from registration under
Section 3(a)(1 0) of the Securities Act of 1933.
SECTION 4. Powers.
4.01. My attorney-in fact shall have all of the
powers, discretions, elections, and authorities to execute the
Settlement Agreement on my behalf and in my stead and such
signature thereon shall be construed as if I had executed it
directly.
2
<PAGE>
<PAGE>
4.02. My attorney-in-fact shall have the power
to execute, seal, acknowledge, and deliver the Settlement
Agreement on the behalf of JERRY MILLER TRUST in connection
with the transaction described in the preceding Sections 3.01
through 3.03 and his execution thereon shall be of the same
force and enforceability as if I had executed such Settlement
Agreement in person.
SECTION 5. Ratification; Use of Photocopy.
5.01. I hereby ratify, allow, acknowledge, and
hold firm and valid all acts heretofore or hereafter taken by
my attorney-in-fact by virtue of these presents.
5.02. I hereby authorize the use of a photocopy
of this Limited Power of Attorney, in lieu of the original
copy executed by me, for the purpose of effectuating the terms
and provisions hereof.
WITNESS my hand this 27th day of September, 2000.
By /s/ William A. Miller II
_____________________________
WILLIAM D. MILLER II
Trustee
STATE OF OKLAHOMA )
) SS.
COUNTY OF OKLAHOMA )
Before me, the undersigned, a Notary Public, in and for
said County and State, on this 27th day of September, 2000,
personally appeared William D. Miller II, Trustee of the JERRY
3
<PAGE>
<PAGE>
MILLER TRUST, to me known to be the identical person who
executed the within and foregoing instrument and acknowledged
to me that he executed the same as his free and voluntary act
and deed for the uses and purposes therein set forth.
Given under my hand and seal the day and year first above
written.
/s/ Melissa Taylor
__________________________________
Notary Public
My Commission Expires:
Jan. 5, 2003
______________________
4
<PAGE>
<PAGE>
LIMITED POWER OF ATTORNEY
I, William D. Miller II, of Oklahoma City, Oklahoma, do
hereby execute this Limited Power of Attorney with the
intention that the attorney-in-fact hereinafter named shall be
able to act in my place for the purposes and duration set
forth herein.
SECTION 1. Designation of Attorney.
1.01. I constitute and appoint John Thetford to
be my attorney-in fact to act for me, in my name, and in my
place.
SECTION 2. Effective Date of Power of Attorney.
2.01. This Limited Power of Attorney shall
become effective on September 27, 2000, and shall remain
effective, unless sooner revoked by me, until the execution of
the Settlement Agreement described in Section 3, below.
SECTION 3. Settlement Agreement.
3.01. In February, 2000, I acquired a Twenty-
five Thousand Dollar ($25,000) debenture) (Debenture No. A-
007) (the "Debenture"), in Broadband Wireless International
Communications, Inc., a Nevada corporation ("Broadband"). On
August 11, 2000, the United States District Court for the
Western District of Oklahoma in Case No. CIV-00-1375 issued a
Temporary Restraining Order, Asset Freeze and Order Requiring
Accountings, Prohibiting Destruction and Alteration of
Documents and entered an additional order appointing Peter
Bradford, Esq., as Receiver (the "Receiver") of Broadband. On
or about the 15th day of September, the Receiver filed the
1
<PAGE>
Preliminary Report of Temporary Receiver which provided, among
other matters, that the total assets of Broadband are valued
at $29,444.62 and the net worth of Broadband is a negative
$120,208.00.
3.02. Beginning in late May, 2000, a series of
lawsuits were filed by Broadband and affiliated companies
against Aarow Environmental Group, Inc., d/b/a Aaro Broadband
Wireless Communications, Inc., a. Nevada corporation ("Aaro")
and filed by affiliates of Aaro against Broadband and its
affiliates. A settlement agreement (the "Settlement
Agreement") has been agreed by and among the parties to the
lawsuits including, but not limited to, Broadband (represented
by the Receiver), Aaro and the affiliated parties. A copy of
the Settlement Agreement has been attached to this Power of
Attorney as Exhibit "A."
3.03. As part of the Settlement Agreement, Aaro
has agreed to assume the obligations of my Debenture of JERRY
MILLER TRUST and JERRY MILLER TRUST has agreed to accept, in
full surrender and cancellation of such Debenture, 100,000
shares of Aaro's $0.001 par value common stock. Pursuant to
the terms of the Settlement Agreement, such shares of stock
shall not be subject to any restriction on transfer and shall
be deemed free-trading stock exempt from registration under
Section 3(a)(1 0) of the Securities Act of 1933.
SECTION 4. Powers.
4.01. My attorney-in fact shall have all of the
powers, discretions, elections, and authorities to execute the
Settlement Agreement on my behalf and in my stead and such
signature thereon shall be construed as if I had executed it
directly.
2
<PAGE>
4.02. My attorney-in-fact shall have the power
to execute, seal, acknowledge, and deliver the Settlement
Agreement on the behalf of JERRY MILLER TRUST in connection
with the transaction described in the preceding Sections 3.01
through 3.03 and his execution thereon shall be of the same
force and enforceability as if I had executed such Settlement
Agreement in person.
SECTION 5. Ratification; Use of Photocopy.
5.01. I hereby ratify, allow, acknowledge, and
hold firm and valid all acts heretofore or hereafter taken by
my attorney-in-fact by virtue of these presents.
5.02. I hereby authorize the use of a photocopy
of this Limited Power of Attorney, in lieu of the original
copy executed by me, for the purpose of effectuating the terms
and provisions hereof.
WITNESS my hand this 27th day of September, 2000.
JERRY MILLER TRUST
By /s/ William A. Miller II
_____________________________
WILLIAM D. MILLER II
Trustee
STATE OF OKLAHOMA )
) SS.
COUNTY OF OKLAHOMA )
Before me, the undersigned, a Notary Public, in and for
said County and State, on this 27th day of September, 2000,
personally appeared William D. Miller II, Trustee of the
3
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<PAGE>
JERRY MILLER TRUST, to me known to be the identical person
who executed the within and foregoing instrument and
acknowledged to me that he executed the same as his free and
voluntary act and deed for the uses and purposes therein set
forth.
Given under my hand and seal the day and year first above
written.
/s/ Melissa Taylor
_________________________________
Notary Public
My Commission Expires:
Jan. 5, 2003
______________________
4
<PAGE>
<PAGE>
LIMITED POWER OF ATTORNEY
I, STEVE COPELAND, of Tulsa, Oklahoma, do hereby execute
this Limited Power of Attorney with the intention that the
attorney-in-fact hereinafter named shall be able to act in my
place for the purposes and duration set forth herein.
SECTION 1. Designation of Attorney.
1.01. I constitute and appoint John Thetford to
be my attorney-in fact to act for me, in my name, and in my
place.
SECTION 2. Effective Date of Power of Attorney.
2.01. This Limited Power of Attorney shall
become effective on September 27, 2000, and shall remain
effective, unless sooner revoked by me, until the execution of
the Settlement Agreement described in Section 3, below.
SECTION 3. Settlement Agreement.
3.01. In February, 2000, I acquired two (2)
Twenty-five Thousand Dollar ($25,000) debentures (Debenture
Nos. A-009 and A-017) (the "Debentures"), in Broadband
Wireless International Communications, Inc., a Nevada
corporation ("Broadband"). On August 11, 2000, the United
States District Court for the Western District of Oklahoma in
Case No. CIV-00-1375 issued a Temporary Restraining Order,
Asset Freeze and Order Requiring Accountings, Prohibiting
Destruction and Alteration of Documents and entered an
additional order appointing Peter Bradford, Esq., as Receiver
(the "Receiver") of Broadband. On or about the 15th day of
September, the Receiver filed the Preliminary Report of
Temporary Receiver which provided, among other matters, that
1
<PAGE>
<PAGE>
the total assets of Broadband are valued at $29,444.62 and the
net worth of Broadband is a negative $120,208.00.
3.02. Beginning in late May, 2000, a series of
lawsuits were filed by Broadband and affiliated companies
against Aarow Environmental Group, Inc., d/b/a Aaro Broadband
Wireless Communications, Inc., a. Nevada corporation ("Aaro")
and filed by affiliates of Aaro against Broadband and its
affiliates. A settlement agreement (the "Settlement
Agreement") has been agreed by and among the parties to the
lawsuits including, but not limited to, Broadband (represented
by the Receiver), Aaro and the affiliated parties. A copy of
the Settlement Agreement has been attached to this Power of
Attorney as Exhibit "A."
3.03. As part of the Settlement Agreement, Aaro
has agreed to assume the obligations of my Debentures and I
have agreed to accept, in full surrender and cancellation of
such Debentures, 100,000 shares of Aaro's $0.001 par value
common stock. Pursuant to the terms of the Settlement
Agreement, such shares of stock shall not be subject to any
restriction on transfer and shall be deemed free-trading stock
exempt from registration under Section 3(a)(1 0) of the
Securities Act of 1933.
SECTION 4. Powers.
4.01. My attorney-in fact shall have all of the
powers, discretions, elections, and authorities to execute the
Settlement Agreement on my behalf and in my stead and such
signature thereon shall be construed as if I had executed it
directly.
4.02. My attorney-in-fact shall have the power
to execute, seal, acknowledge, and deliver the Settlement
Agreement on my behalf in connection with the transaction
2
<PAGE>
<PAGE>
described in the preceding Sections 3.01 through 3.03 and his
execution thereon shall be of the same force and
enforceability as if I had executed such Settlement Agreement
in person.
SECTION 5. Ratification; Use of Photocopy.
5.01. I hereby ratify, allow, acknowledge, and
hold firm and valid all acts heretofore or hereafter taken by
my attorney-in-fact by virtue of these presents.
5.02. I hereby authorize the use of a photocopy
of this Limited Power of Attorney, in lieu of the original
copy executed by me, for the purpose of effectuating the terms
and provisions hereof.
WITNESS my hand this 28th day of September, 2000.
/s/ Steven R. Copeland
________________________________
STEVE COPELAND
STATE OF OKLAHOMA )
) SS.
COUNTY OF TULSA )
Before me, the undersigned, a Notary Public, in and for
said County and State, on this 28th day of September, 2000,
personally appeared STEVE COPELAND, to me known to be the
identical person who executed the within and foregoing
instrument and acknowledged to me that he executed the same as
his free and voluntary act and deed for the uses and purposes
therein set forth.
3
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<PAGE>
Given under my hand and seal the day and year first above
written.
/s/ Cynthis S. Goins
________________________________
Notary Public
My Commission Expires:
10/03/02
_______________________
4
<PAGE>
<PAGE>
LIMITED POWER OF ATTORNEY
I, CHRISTEL MARTIN, President of STRA, LLC, of Tulsa,
Oklahoma, do hereby execute this Limited Power of Attorney
with the intention that the attorney-in-fact hereinafter named
shall be able to act in my place for the purposes and duration
set forth herein.
SECTION 1. Designation of Attorney.
1.01. I constitute and appoint John Thetford to
be my attorney-in fact to act for me, in my name, and in my
place.
SECTION 2. Effective Date of Power of Attorney.
2.01. This Limited Power of Attorney shall
become effective on September 27, 2000, and shall remain
effective, unless sooner revoked by me, until the execution of
the Settlement Agreement described in Section 3, below.
SECTION 3. Settlement Agreement.
3.01. In February, 2000, STRA, LLC, acquired
Twenty-five Thousand Dollar ($25,000) debenture (Debenture No.
A-010) (the "Debenture"), in Broadband Wireless International
Communications, Inc., a Nevada corporation ("Broadband"). On
August 11, 2000, the United States District Court for the
Western District of Oklahoma in Case No. CIV-00-1375 issued a
Temporary Restraining Order, Asset Freeze and Order Requiring
Accountings, Prohibiting Destruction and Alteration of
Documents and entered an additional order appointing Peter
Bradford, Esq., as Receiver (the "Receiver") of Broadband. On
or about the 15th day of September, the Receiver filed the
1
<PAGE>
<PAGE>
Preliminary Report of Temporary Receiver which provided, among
other matters, that the total assets of Broadband are valued
at $29,444.62 and the net worth of Broadband is a negative
$120,208.00.
3.02. Beginning in late May, 2000, a series of
lawsuits were filed by Broadband and affiliated companies
against Aarow Environmental Group, Inc., d/b/a Aaro Broadband
Wireless Communications, Inc., a. Nevada corporation ("Aaro")
and filed by affiliates of Aaro against Broadband and its
affiliates. A settlement agreement (the "Settlement
Agreement") has been agreed by and among the parties to the
lawsuits including, but not limited to, Broadband (represented
by the Receiver), Aaro and the affiliated parties. A copy of
the Settlement Agreement has been attached to this Power of
Attorney as Exhibit "A."
3.03. As part of the Settlement Agreement, Aaro
has agreed to assume the obligations of my Debenture of STRA,
LLC, LLC, has agreed to accept, in full surrender and
cancellation of such Debenture, 50,000 shares of Aaro's $0.001
par value common stock. Pursuant to the terms of the
Settlement Agreement, such shares of stock shall not be
subject to any restriction on transfer and shall be deemed
free-trading stock exempt from registration under Section
3(a)(10) of the Securities Act of 1933.
SECTION 4. Powers.
4.01. My attorney-in fact shall have all of the
powers, discretions, elections, and authorities to execute the
Settlement Agreement on my behalf and in my stead and such
signature thereon shall be construed as if I had executed it
directly.
2
<PAGE>
<PAGE>
4.02. My attorney-in-fact shall have the power
to execute, seal, acknowledge, and deliver the Settlement
Agreement on behalf of STRA, LLC, in connection with the
transaction described in the preceding Sections 3.01 through
3.03 and his execution thereon shall be of the same force and
enforceability as if I had executed such Settlement Agreement
in person.
SECTION 5. Ratification; Use of Photocopy.
5.01. I hereby ratify, allow, acknowledge, and
hold firm and valid all acts heretofore or hereafter taken by
my attorney-in-fact by virtue of these presents.
5.02. I hereby authorize the use of a photocopy
of this Limited Power of Attorney, in lieu of the original
copy executed by me, for the purpose of effectuating the terms
and provisions hereof.
WITNESS my hand this 29th day of September, 2000.
STRA, LLC
By /s/ Christel Martin
_________________________
Christel Martin
President
STATE OF FLORIDA )
) SS.
COUNTY OF PALM BEACH )
Before me, the undersigned, a Notary Public, in and for
said County and State, on this 29th day of September, 2000,
personally appeared Christel Martin, to me known to be the
identical person who executed the within and foregoing
3
<PAGE>
instrument and acknowledged to me that he executed the same as
his free and voluntary act and deed for the uses and purposes
therein set forth.
Given under my hand and seal the day and year first above
written.
/s/ Jared Allen Friedman
__________________________________
Notary Public
My Commission Expires:
July 13, 2002
_____________________
4
<PAGE>
<PAGE>
LIMITED POWER OF ATTORNEY
I, SAM LOVERA, of McAlester, Oklahoma, do hereby execute
this Limited Power of Attorney with the intention that the
attorney-in-fact hereinafter named shall be able to act in my
place for the purposes and duration set forth herein.
SECTION 1. Designation of Attorney.
1.01. I constitute and appoint John Thetford to
be my attorney-in fact to act for me, in my name, and in my
place.
SECTION 2. Effective Date of Power of Attorney.
2.01. This Limited Power of Attorney shall
become effective on September 27, 2000, and shall remain
effective, unless sooner revoked by me, until the execution of
the Settlement Agreement described in Section 3, below.
SECTION 3. Settlement Agreement.
3.01. In February, 2000, I acquired a Twenty-
five Thousand Dollar ($25,000) debenture (Debenture No. A-016)
(the "Debenture"), in Broadband Wireless International
Communications, Inc., a Nevada corporation ("Broadband"). On
August 11, 2000, the United States District Court for the
Western District of Oklahoma in Case No. CIV-00-1375 issued a
Temporary Restraining Order, Asset Freeze and Order Requiring
Accountings, Prohibiting Destruction and Alteration of
Documents and entered an additional order appointing Peter
Bradford, Esq., as Receiver (the "Receiver") of Broadband. On
or about the 15'" day of September, the Receiver filed the
Preliminary Report of Temporary Receiver which provided, among
other matters, that the total assets of Broadband are valued
1
<PAGE>
at $29,444.62 and the net worth of Broadband is a negative
$120,208.00.
3.02. Beginning in late May, 2000, a series of
lawsuits were filed by Broadband and affiliated companies
against Aarow Environmental Group, Inc., d/b/a Aaro Broadband
Wireless Communications, Inc., a. Nevada corporation ("Aaro")
and filed by affiliates of Aaro against Broadband and its
affiliates. A settlement agreement (the "Settlement
Agreement") has been agreed by and among the parties to the
lawsuits including, but not limited to, Broadband (represented
by the Receiver), Aaro and the affiliated parties. A copy of
the Settlement Agreement has been attached to this Power of
Attorney as Exhibit "A."
3.03. As part of the Settlement Agreement, Aaro
has agreed to assume the obligations of my Debenture and I
have agreed to accept, in full surrender and cancellation of
such Debenture, 50,000 shares of Aaro's $0.001 par value
common stock. Pursuant to the terms of the Settlement
Agreement, such shares of stock shall not be subject to any
restriction on transfer and shall be deemed free-trading stock
exempt from registration under Section 3(a)(1 0) of the
Securities Act of 1933.
SECTION 4. Powers.
4.01. My attorney-in fact shall have all of the
powers, discretions, elections, and authorities to execute the
Settlement Agreement on my behalf and in my stead and such
signature thereon shall be construed as if I had executed it
directly.
4.02. My attorney-in-fact shall have the power
to execute, seal, acknowledge, and deliver the Settlement
Agreement on my behalf in connection with the transaction
described in the preceding Sections 3.01 through 3.03 and his
2
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<PAGE>
execution thereon shall be of the same force and
enforceability as if I had executed such Settlement Agreement
in person.
SECTION 5. Ratification; Use of Photocopy.
5.01. I hereby ratify, allow, acknowledge, and
hold firm and valid all acts heretofore or hereafter taken by
my attorney-in-fact by virtue of these presents.
5.02. I hereby authorize the use of a photocopy
of this Limited Power of Attorney, in lieu of the original
copy executed by me, for the purpose of effectuating the terms
and provisions hereof.
WITNESS my hand this 27th day of September, 2000.
/s/ Sam Lovera
___________________________
SAM LOVERA
STATE OF OKLAHOMA )
) SS.
COUNTY OF PITTSBURG )
Before me, the undersigned, a Notary Public, in and for
said County and State, on this 27th day of September, 2000,
personally appeared SAM LOVERA, to me known to be the
identical person who executed the within and foregoing
instrument and acknowledged to me that he executed the same as
his free and voluntary act and deed for the uses and purposes
therein set forth.
3
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<PAGE>
Given under my hand and seal the day and year first above
written.
/s/ Charlene Spears
__________________________________
Notary Public
My Commission Expires:
3-13-2003
_______________________
4
<PAGE>
<PAGE>
LIMITED POWER OF ATTORNEY
I, ERIC BOHNE, of Tulsa, Oklahoma, do hereby execute this
Limited Power of Attorney with the intention that the attorney-
in-fact hereinafter named shall be able to act in my place for
the purposes and duration set forth herein.
SECTION 1. Designation of Attorney.
1.01. I constitute and appoint John Thetford to
be my attorney-in fact to act for me, in my name, and in my
place.
SECTION 2. Effective Date of Power of Attorney.
2.01. This Limited Power of Attorney shall
become effective on September 27, 2000, and shall remain
effective, unless sooner revoked by me, until the execution of
the Settlement Agreement described in Section 3, below.
SECTION 3. Settlement Agreement.
3.01. In February, 2000, I acquired a Twenty-
five Thousand Dollar ($25,000) debenture (Debenture No. A-018)
(the "Debenture"), in Broadband Wireless International
Communications, Inc., a Nevada corporation ("Broadband"). On
August 11, 2000, the United States District Court for the
Western District of Oklahoma in Case No. CIV-00-1375 issued a
Temporary Restraining Order, Asset Freeze and Order Requiring
Accountings, Prohibiting Destruction and Alteration of
Documents and entered an additional order appointing Peter
Bradford, Esq., as Receiver (the "Receiver") of Broadband. On
or about the 15th day of September, the Receiver filed the
Preliminary Report of Temporary Receiver which provided, among
other matters, that the total assets of Broadband are valued
1
<PAGE>
at $29,444.62 and the net worth of Broadband is a negative
$120,208.00.
3.02. Beginning in late May, 2000, a series of
lawsuits were filed by Broadband and affiliated companies
against Aarow Environmental Group, Inc., d/b/a Aaro Broadband
Wireless Communications, Inc., a. Nevada corporation ("Aaro")
and filed by affiliates of Aaro against Broadband and its
affiliates. A settlement agreement (the "Settlement
Agreement") has been agreed by and among the parties to the
lawsuits including, but not limited to, Broadband (represented
by the Receiver), Aaro and the affiliated parties. A copy of
the Settlement Agreement has been attached to this Power of
Attorney as Exhibit "A."
3.03. As part of the Settlement Agreement, Aaro
has agreed to assume the obligations of my Debenture and I
have agreed to accept, in full surrender and cancellation of
such Debenture, 50,000 shares of Aaro's $0.001 par value
common stock. Pursuant to the terms of the Settlement
Agreement, such shares of stock shall not be subject to any
restriction on transfer and shall be deemed free-trading stock
exempt from registration under Section 3(a)(1 0) of the
Securities Act of 1933.
SECTION 4. Powers.
4.01. My attorney-in fact shall have all of the
powers, discretions, elections, and authorities to execute the
Settlement Agreement on my behalf and in my stead and such
signature thereon shall be construed as if I had executed it
directly.
4.02. My attorney-in-fact shall have the power
to execute, seal, acknowledge, and deliver the Settlement
Agreement on my behalf in connection with the transaction
described in the preceding Sections 3.01 through 3.03 and his
2
<PAGE>
<PAGE>
execution thereon shall be of the same force and
enforceability as if I had executed such Settlement Agreement
in person.
SECTION 5. Ratification; Use of Photocopy.
5.01. I hereby ratify, allow, acknowledge, and
hold firm and valid all acts heretofore or hereafter taken by
my attorney-in-fact by virtue of these presents.
5.02. I hereby authorize the use of a photocopy
of this Limited Power of Attorney, in lieu of the original
copy executed by me, for the purpose of effectuating the terms
and provisions hereof.
WITNESS my hand this 28th day of September, 2000.
/s/ Eric Bohne
________________________________
ERIC BOHNE
STATE OF OKLAHOMA )
) SS.
COUNTY OF TULSA )
Before me, the undersigned, a Notary Public, in and for
said County and State, on this 28th day of September, 2000,
personally appeared ERIC BOHNE, to me known to be the
identical person who executed the within and foregoing
instrument and acknowledged to me that he executed the same as
his free and voluntary act and deed for the uses and purposes
therein set forth.
3
<PAGE>
<PAGE>
Given under my hand and seal the day and year first above
written.
/s/ Gail Martin
_________________________________
Notary Public
My Commission Expires:
11/23/2003
______________________
4
<PAGE>
<PAGE>
LIMITED POWER OF ATTORNEY
WE, DONALD P. BROWN and GLENDA N. BROWN, of Panama City
Beach, Florida, Oklahoma, do hereby execute this Limited Power
of Attorney with the intention that the attorney-in-fact
hereinafter named shall be able to act in our place for the
purposes and duration set forth herein.
SECTION 1. Designation of Attorney.
1.01. I constitute and appoint John Thetford to
be our attorney-in fact to act for us, in our names, and in
our places.
SECTION 2. Effective Date of Power of Attorney.
2.01. This Limited Power of Attorney shall
become effective on September 27, 2000, and shall remain
effective, unless sooner revoked by me, until the execution of
the Settlement Agreement described in Section 3, below.
SECTION 3. Settlement Agreement.
3.01. In March, 2000, we acquired a Fifty
Thousand Dollar ($50,000) debenture (the "Debenture"), in
Broadband Wireless International Communications, Inc., a
Nevada corporation ("Broadband"). On August 11, 2000, the
United States District Court for the Western District of
Oklahoma in Case No. CIV-00-1375 issued a Temporary
Restraining Order, Asset Freeze and Order Requiring
Accountings, Prohibiting Destruction and Alteration of
Documents and entered an additional order appointing Peter
Bradford, Esq., as Receiver (the "Receiver") of Broadband. On
or about the 15th day of September, the Receiver filed the
Preliminary Report of Temporary Receiver which provided, among
1
<PAGE>
other matters, that the total assets of Broadband are valued
at $29,444.62 and the net worth of Broadband is a negative
$120,208.00.
3.02. Beginning in late May, 2000, a series of
lawsuits were filed by Broadband and affiliated companies
against Aarow Environmental Group, Inc., d/b/a Aaro Broadband
Wireless Communications, Inc., a. Nevada corporation ("Aaro")
and filed by affiliates of Aaro against Broadband and its
affiliates. A settlement agreement (the "Settlement
Agreement") has been agreed by and among the parties to the
lawsuits including, but not limited to, Broadband (represented
by the Receiver), Aaro and the affiliated parties. A copy of
the Settlement Agreement has been attached to this Power of
Attorney as Exhibit "A."
3.03. As part of the Settlement Agreement, Aaro
has agreed to assume the obligations of our Debenture and I
have agreed to accept, in full surrender and cancellation of
such Debenture, 100,000 shares of Aaro's $0.001 par value
common stock. Pursuant to the terms of the Settlement
Agreement, such shares of stock shall not be subject to any
restriction on transfer and shall be deemed free-trading stock
exempt from registration under Section 3(a)(1 0) of the
Securities Act of 1933.
SECTION 4. Powers.
4.01. Our attorney-in fact shall have all of the
powers, discretions, elections, and authorities to execute the
Settlement Agreement on our behalf and in our stead and such
signature thereon shall be construed as if we had executed it
directly.
4.02. Our attorney-in-fact shall have the power
to execute, seal, acknowledge, and deliver the Settlement
Agreement on our behalf in connection with the transaction
2
<PAGE>
<PAGE>
described in the preceding Sections 3.01 through 3.03 and his
execution thereon shall be of the same force and
enforceability as if we had executed such Settlement Agreement
in person.
SECTION 5. Ratification; Use of Photocopy.
5.01. We hereby ratify, allow, acknowledge, and
hold firm and valid all acts heretofore or hereafter taken by
our attorney-in-fact by virtue of these presents.
5.02. We hereby authorize the use of a photocopy
of this Limited Power of Attorney, in lieu of the original
copy executed by us, for the purpose of effectuating the terms
and provisions hereof.
WITNESS our hands this 22nd day of September, 2000.
/s/ Donald P. Brown
______________________________
DONALD P. BROWN
/s/ Glenda N. Brown
_______________________________
GLENDA N. BROWN
STATE OF FLORIDA )
) SS.
COUNTY OF BAY )
Before me, the undersigned, a Notary Public, in and for
said County and State, on this 22nd day of September, 2000,
personally appeared DONALD P. BROWN and GLENDA N. BROWN, to me
known to be the identical persons who executed the within and
foregoing instrument and acknowledged to me that they executed
3
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<PAGE>
the same as their free and voluntary act and deed for the uses
and purposes therein set forth.
Given under my hand and seal the day and year first above
written.
/s/ Richard L. Tragesser
__________________________________
Notary Public
My Commission Expires:
May 9, 2001
______________________
4
