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EXHIBIT 10.36
BILL OF SALE
FOR VALUE RECEIVED, Wireless USA, Inc. ("Wireless") hereby sells to
PrinVest Financial Corp. ("PrinVest") that certain equipment set forth on
Exhibit "A" attached hereto and incorporated by reference (the "Equipment").
The sale of the Equipment shall be on the terms and with the representations and
warranties of Wireless and Coyote Technologies, LLC ("Coyote") attached as
Exhibit "B" hereto and incorporated by reference. Wireless and Coyote shall be
bound by each of said representations and warranties and shall be liable to
PrinVest for any attorney's fees, costs or damages incurred by PrinVest in the
event any warranty is breached or any representation is false or misleading.
Wireless hereby directs PrinVest to pay the purchase price of the
Equipment in the amount of $8,600,000 (the "Purchase Price") directly to
Coyote. The Purchase Price shall be paid as follows:
(a) Two-thirds of the Purchase Price shall be paid at the time of
execution of the Lease, the Financing And Security Agreement and
related agreements;
(b) The one-third balance will be paid as follows:
(i) 20% of the balance will be paid at the time of completion of
installation of all of the Equipment (the "Installation"),
(ii) 30% of the balance will be paid 30 days after the date of
completion of Installation, and
(iii) the final 50% of the balance will be paid 60 days after the
date of completion of Installation.
Upon Coyote's receipt of two-thirds of the Purchase Price: (a) that
certain Purchase Agreement with attached Security Agreement dated December 30,
1998 between Coyote and Wireless shall be deemed null and void, (b) that
certain Promissory Note of same date made by Wireless in favor of Coyote shall
be deemed satisfied in full, (c) all liens and/or interests of Coyote in and to
the Equipment shall be deemed forever released.
Coyote shall execute any and all documents and take any and all actions
reasonably requested by PrinVest to reflect the foregoing. Coyote shall
execute UCC termination statements with respect to the Equipment in form and
substance satisfactory to PrinVest.
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Dated: 3/22/99 WIRELESS USA, INC.
By: /s/ SAMEER DEEB
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Its: President
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Dated: 3/22/99 COYOTE TECHNOLOGIES, LLC
/s/ RONALD KEISER
By: Ronald Keiser
-------------------------------------
Its: Senior Vice President Sales
& Marketing
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EXHIBIT "A"
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WIRELESS USA
60 Hudson, 13th Floor
New York, NY 07102
EQUIPMENT LIST, Page 1 of 1
1 DSS 10000 Tandem
ID #190077
1 EMI Cabinet
1 Spares Kit
1 Administrative Management Terminal
Sun-Ultra 5 System
CPU S/N FW83118100
Display S/N 9836KE2189
Tape Drive S/N 837G1202
1 Call Management System
Sun-Ultra 5 System
CPU S/N 83510177
Display S/N 9836KE2184
Tape Drive S/N 837G0952
1 SS7
CPU S/N 2F1044625
Monitor S/N 191-82203099
I-1 Card 227669
T-1 Card 227667
SCO Vision FS
SCO OS
1 Remote Access Kit
11 USU 4253239
Router 25082389
Hub KTRS1F9CDE8
Racks, Panels
(1) 19' Relay Rack
(1) 19' Relay Rack w/Fuse Panel
(2) DSX Cross Connect Panels
(1) Asst'd Cables
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EXHIBIT "A"
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WIRELESS USA
12000 Networld Boulevard
San Antonio, TX 78249
EQUIPMENT LIST, Page 1 of 2
2 DSS 10000 Tandem
ID #190074
ID #190083
2 EMI Cabinets
2 Spares Kits
2 Administrative Management Terminal
Sun - Ultra 5 System
CPU S/N FW83510488
Display S/N 9838KE2181
Tape Drive 837G0862
Sun - Ultra 5 System
CPU S/N FW84130140
Display S/N 8632KE0754
Tape Drive S/N 83G3153
2 Call Management System
Sun - Ultra 6 System
CPU S/N 84130145
Display 3/N 9638KE0755
Tape Drive S/N 828G1202
Sun - Ultra 5 System
CPU G/N 03510437
Display S/N 9803KE2190
Tape Drive S/N 837G0936
2 SS7
CPU S/N AP13542
Monitor G/N 191-82108078G20
T-1 Card 227870
T-1 Card 227079
SCO Vision FS
OCO OG
CPU S/N AP13541
Monitor S/N 191-81400587
T-1 Card 227871*
T-1 Card 227874
SCO Vision FS
SCO OS
3 Remote Access Kit
T1 DSU 1253267
Router 250820372
Hub KTRS1FA94CO
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EXHIBIT "A"
WIRELESS USA
12000 Networld Boulevard
San Antonio, TX 78249
EQUIPMENT LIST, Page 2 of 2
1. NETWORK SERVER DELL POWEREDGE 4200
Serial Number U30FB
Model 220-0508
Number 022036695
IDI CostGuard PLUS Software
1 DEBIT CARD PRE-PAY SYSTEM/SPARES
Debit Card Remotes (12 T-1's)
1 COMPRESSION SYSTEM/SPARES
Gateway Interfaces (2 T-1's)
7 Base Systems
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EXHIBIT B
TO BILL OF SALE
a. PrinVest Financial Corp. ("Purchaser") shall have the right at any time
within one year after completion of installation to require that Coyote
Technologies, LLC, ("COYOTE") at its expense, correct, repair or replace (at
COYOTE'S sole option) defective products with conforming products.
b. Defective products shall be returned in accordance with COYOTE'S standard
and published return procedures for commercial customers.
c. Purchaser shall bear the risk of loss or damage to products returned to
COYOTE including but not limited to transit to and from COYOTE'S plant,
notwithstanding any defect in the product. COYOTE will pay for freight back to
the Purchaser by the same method of shipment as sent to COYOTE. Any customs
duties to be borne by the Purchaser.
d. If COYOTE finds that a returned product is not defective, the Purchaser
will be notified and the product returned at the Purchaser's expense. The
Purchaser shall reimburse COYOTE for all costs relating to the shipment to
COYOTE of returned products which are not defective. In addition, at COYOTE'S
sole discretion, a charge for testing and examination may be made on products
so returned.
e. This warranty shall not apply for any product that: (i) has been subjected
to misuse, neglect, accident, or abuse; (ii) has been repaired or altered by
someone other than the original manufacturer; or (iii) has been used in a
manner not in accordance with instructions furnished by COYOTE. Other
manufacturer's equipment provided by COYOTE shall carry only such
manufacturer's standard warranty. This warranty does not apply to consumable
items such as lamps and fuses.
f. REPAIR OR REPLACEMENT OF DEFECTIVE PRODUCTS BY COYOTE IN THE MANNER AND
FOR THE PERIOD OF TIME PROVIDED ABOVE SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF
THE PURCHASER and shall constitute fulfillment of all obligations of COYOTE to
the Purchaser with respect to, or arising out of, the products, whether such
liability is based on statute, contract, negligence, strict liability in tort
or otherwise, and whether or not occasioned by COYOTE'S negligence.
g. COYOTE and WIRELESS USA, INC. ("Wireless") warrant that Wireless is the
sole owner of the Equipment being sold hereunder, that there are no liens,
claims, encumbrances or rights to payment against any of the Equipment, and
that unfettered title to such Equipment will pass to Purchaser upon payment to
Coyote of two-thirds of the Purchase Price and the title will be free and clear
of all liens, claims, encumbrances and/or rights to payment of any kind.
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h. All amounts required to be paid to C&L Communications, Inc. in connection
with the Equipment have been paid. Coyote shall pay, when due, all future
amounts to be owing to C&L Communications, Inc. with respect to or in any way
related to the Equipment, including, but not limited to, any future shipping
and/or storage costs.
i. Coyote and Wireless warrant that all of the Equipment has been shipped by
Coyote to C&L Communications, Inc.
j. Upon receipt by Coyote of two-thirds of the Purchase Price, Coyote shall be
deemed to have released all of its liens, claims, encumbrances, and/or rights to
payment against the Equipment and shall have no claims whatsoever to any of the
Equipment.
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Dated: 3/22/99 COYOTE TECHNOLOGIES, LLC
/s/ RONALD KEISER
By: Ronald Keiser
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Its: Senior Vice President Sales & Marketing
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Dated: PRINVEST FINANCIAL CORP.
/s/ KEVIN L. HARTZELL
By: Kevin L. Hartzell
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Its: Sr. VP
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