EXHIBIT 10.19
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CONFIDENTIAL
CONTRACT
ESYON CORPORATION - WORLWIDE WIRELESS NETWORKS, INC.
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THIS CONTRACT SUMMARIZES THE PRINCIPAL TERMS OF A FORMAL AGREEMENT ("AGREEMENT")
TO BE PREPARED BETWEEN ESYON CORPORATION ("ESYON") AND WORLDWIDE WIRELESS
NETWORKS, INC. ("WWWN"), BOTH NEVADA CORPORATIONS.
1. Share Exchange
a. WWWN will exchange 3,000,000 of WWWN's outstanding shares
(unrestricted) for shares to ESYON.
b. ESYON will exchange 500,000 of ESYON's outstanding shares
(unrestricted) for shares to WWWN.
2. Company Promissory Notes
Concurrent with the signing of formal contract and the aforementioned
exchange of stock, ESYON is to advance an initial $100,000 to WWWN.
a. ESYON will also provide WWWN with future working capital cash
infusions as approved by the Board of Directors ("BOD") of ESYON and
the newly constituted BOD of WWWN, as noted in Paragraph 4, herein.
WWWN has forecast its cash infusion needs under different scenarios,
which range up to $150,000 per month for six months or more, until
break-even occurs. Notwithstanding board decisions, ESYON's financial
commitment to WWWN is one million dollars.
b. All funds provided by ESYON to WWWN will be in the form of Promissory
Notes bearing interest at 10%, paid annually. Funds will be
collateralized with WWWN network assets and liens filed. Total
collateralization will not exceed one million dollars.
c. In the event that an existing or unforeseen lawsuit causes dire
financial distress to WWWN or current creditors call for an immediate
payment of debts owed them by WWWN that causes dire financial distress
to WWWN, ESYON may elect to convert its Promissory Notes and purchase
the identified assets as specified in Paragraph 2(b), above, for the
value of all loans provided to date.
d. ESYON also has the option to convert its collective Promissory Note
into WWWN shares at 25% below market price (basis being the 5-day
average closing price prior to conversion date). It is ESYON's intent
to convert the 10% interest portion of said notes into equity, but it
is not obligated to do so.
3. Concurrent with the signing of this contract ESYON advancing the first
$100,000, the WWWN Board of Directors ("BOD") will elect one new director
to the Board of Directors as nominated by ESYON, and BOD in the meantime
also accept the resignation of Xxx Xxxxxx from the BOD. The BOD will
immediately elect a second new director as nominated by ESYON.
4. It is understood by all parties that ESYON is not responsible for assuming
or paying down any of WWWN's liens or debt of approximately $5.5 million,
and that all remedies to significantly reduce or eliminate this debt will
be taken into consideration, and a course of action will be set by the
newly constituted BOD of WWWN as soon as possible to accomplish this.
5. Both parties acknowledge that this contract is a legally binding document
and that it has been reviewed by their respective attorneys.
AGREED TO ON THIS 28th DAY OF DECEMBER, 2000.
/s/ /s/
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Xxx Xxxx Xxxx Xxxxxxxxx
Chairman, ESYON Chairman & CEO, WWWN
/s/
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Xxxxxx Xxxx
