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EXHIBIT 10(ii)
LETTER OF AGREEMENT
This Letter of Agreement, hereinafter referred to as "Agreement" is made and
entered into effective this 1st day of March, 2000 by and between and signatory
parties of this Agreement, "BroadBAND Wireless International Corporation,
International Division" hereinafter referred to as (BBAN), a Corporation
organized under the laws of the State of Texas with offices in Oklahoma City,
Oklahoma; and i TELL, Inc. hereinafter referred to as "i TELL", a Corporation
organized under the laws of Maryland with offices in Gaithersburg, Maryland.
For and in consideration of the mutual covenants herein contained, the
Participants (hereinafter defined) agree as follows:
WHEREAS: It is the purpose of this Agreement, to clearly outline the intent of
i TELL to become a Wholly Owned Subsidiary of the International Division of
BBAN, for specific purpose of building a Global Virtual Private Network.
Additionally, it is the purpose of this Agreement to clearly outline the intent
of the International Division of BBAN to provide i TELL all the latitude and
support necessary to develop and operate this Global Virtual Private Network.
WHEREAS: It is the intent of i TELL, to roll into BBAN as a wholly owned
subsidiary, roll up to $500,000,000 in Book Value, and then decide if it is
advantageous to roll out of the International Division of BBAN into its own
public Vehicle. This option is made available to i TELL only when i TELL reaches
the Book Value of Five Hundred Million Dollars ($500,000,000 USD). It is the
intent of the International Division of BBAN to do all that is necessary to help
i TELL reach this Book Value of $500,000,000 as soon as possible;
WHEREAS: It is the objective of the International Division of BBAN to acquire
operational entities necessary to build the infrastructure of the Global Virtual
Private Network;
WHEREAS: i TELL has the ability to negotiate and obtain varied and fully
operational entities as is necessary to build and manage the Global Virtual
Private Network;
NOW THEREFORE: It is the responsibility of each Participant and/or their assigns
to maintain an active role on the Board of Directors of the "International
Division of BBAN". Each Participant will be required to attend quarterly
corporate meetings and an annual stockholders meeting as well as any and all
other meetings as required in the normal course of business.
NOW THEREFORE: It is the primary responsibility of "BBAN", to acquire and
provide all project funding, financing and refinancing through standard
financial transactions within banks, financial institutions, foundations and
grants, contracted research and development pool et al, as well provide all
qualified funding for additional acquisitions and/or option to purchase as well
as to do whatever is necessary to take this i TELL to the public market
immediately as may be agreed and approved by the Board of Directors.
NOW THEREFORE: It is the primary responsibility of "i TELL", to establish and
develop all necessary relationships, contracts, network strategies of all
aspects of the telecommunications industry as is necessary to develop, implement
and manage the ongoing operation of an "Global Virtual Private Network" as
agreed by the Board of Directors of this BBAN.
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IN CONSIDERATION: i TELL will receive a total of $200,000 cash and One Million
Shares of 144 Restricted Stock of BBAN. To date $87,500 has been received by i
TELL;
IN CONSIDERATION: The International Division of BBAN does have a Wholly Owned
Subsidiary known as i TELL, in addition to the acquisition of i TELL including
but not limited to LCN of Sterling Virginia, and Panamtel of Caracas, Venezuela,
Ladimex, Mexico and others.
AS AGREED: i TELL will build to a Book Value of $500,000,000 and then at the
option of i TELL, have the right to have BBAN spin off i TELL into its own
Public Vehicle with BBAN retaining 25% of the Public Stock of i TELL at the time
of its IPO.
AS AGREED: BBAN will provide i TELL the mechanisms necessary to become their own
Public Vehicle, with BBAN retaining 25% of all shares of i TELL the Public
Corporation.
This Agreement anticipates formalized contracts to be executed with same
likeness and intent at a later date.
ACCEPTED AND AGREED THIS 1ST DAY OF MARCH 2000
/s/ Xxxxxx Ado
Mr. Xxxxxx Ado, President
i TELL, Inc.
/s/ Xxxxx X. Xxxx
Xx. Xxxxx X. Xxxx, President
International Division, BBAN
