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EXHIBIT 10(iii)
i TELL, Inc.
0000 X Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Phone: 000-000-0000 Fax:000-000-0000
E-Mail: INFO@i XXXX.xxx.xxx
SALE/PURCHASE/MANAGEMENT AGREEMENT PANAMTEL
This Agreement is made this 29th day of February, 2000 by and between i TELL,
Inc. a Delaware Corporation headquartered at 0000 X Xxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxxx 00000, represented by Mr. Xxxxxx Ado (hereinafter known as Buyer) and
Asociados Espada C.A., trading as Panamtel, located at Xx. Xxxx Xxxxxxxxx, Xxxxx
Xxxxxxxxxx, Xxxx 0, Xxxx. 2-H, Urb, Xxxxx Xxxxx, Caracas, D.F. B Apod Postal
1050 Caracas Venezuela represented by Xx. Xxxxx Xxxxxxxxx Xxxxxx (hereinafter
known as Seller)
Whereas the seller desires to sell and the Buyer desires to buy the business of
a certain telecommunications and marketing company known as Asociados, Espada
C.A., trading as Panamtel (hereinafter known as the "Company") inclusive all
assets thereof as contained in Schedule "A" attached hereto.
Whereas the Buyer requires that the Company prove it's ability to become
profitable. This is to be accomplished through a one (1) year trail in which the
Company will be managed completely by the Buyer. At anytime, at the sole
discretion of the buyer, the buyer may choose to fully execute this contract and
take immediate control of the Company.
The parties hereto agree and covenant that the purchase of the Company will be
effected one (1) year and one (1) day, from the date of this agreement under the
terms and conditions listed below. For the period of one (1) year and (1) day,
i TELL, Inc., will be in full management control of the Company with i TELL
providing all required financial, management, marketing and operational support
to insure the success of this business venture and the ultimate sale and
purchase of the Company. During this one (1) year period i TELL will
continuously evaluate the performance of the Company while utilizing all
standard business practices as deemed necessary to insure the success of the
Company. At the successful completion of this one year trial, this
Sales/Purchaser/Management Agreement will be put into full force and effect with
i TELL paying the agreed upon price as outlined herein. If this one year trial
is deemed by the buyer to be unsuccessful the Company will be returned to Xx.
Xxxxx Xxxxxxxxx Xxxxxx, as is, with no further liabilities or responsibilities
to any of the parties involved. During this one (1) trial period, it will be the
responsibility of the Company, with the full financial and operational support
of i TELL, to reverse the current business looses of the Company, and to return
the Company to the status of profitability. The terms and conditions of this
trial period, which will lead to the ultimate sale and purchase of the Company
are as follows:
1. i TELL, Inc., upon the completion of this Sale/Purchase/Management
contract will immediately assume full management control of the
Company. This management agreement will be in full force and effect for
the period of one year, in which the performance of the Company will be
continuously evaluated, under the following terms and conditions:
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2. All personnel of the Company are to remain on staff and in the
positions in which they now occupy under the general terms and
conditions of their existing and/or assumed employment
contracts, as required by the Central Government.
3. A Chief of Operations Officer will immediately be deployed by
i TELL and integrated into management supervision of all staff
functions within the home office operations of the Company.
All operational controls will be assumed by i TELL.
4. Marketing and Sales will come under the direct supervision of
i TELL, with all marketing and sales goals and objectives
being established by i TELL. Monthly Marketing and Sales
reviews will be conducted with performance reviews for all
Marketing and Sales personnel. All marketing and sales are to
be standardized and accomplished by the existing staff, in a
concentrated effort to expand the lines of business and create
profitable cash flows.
5. The CFO of i TELL will manage all Accounts Receivable,
Accounts Payable and Payroll. All financial matters concerning
funding, cash management, stock, hedging, accounting and
reporting will be assumed by i TELL. Exiting staff will be
utilized to facilitate all accounting and reporting functions
of the Company. Immediately upon closing of this
Sales/Purchase/Management Agreement, the Buyer will establish
Monthly. Quarterly and Annual operating budgets and standard
accounting procedures. All budgetary considerations,
guidelines and funding requirements of the Company, deemed
appropriate by i TELL, will be authorized, supported and
allocated by i TELL.
6. The current contracts for service and equipment will remain in
full force and effect. Normal and customary business practices
will be maintained to the highest possible standards. All
leases, rentals, and mortgages of the Company will remain in
full force and effect until such time as the corporation deems
it necessary to make appropriate changes as agreed.
2. It will be the responsibility of the Company to reverse all negative
business trends and correct the financial shortfalls of the business of
the Company under the following terms and conditions.
7. Xx. Xxxxx Xxxxxxxxx will remain President of the Company and
will be responsible to insure the successful transition of the
Telecommunications business in Venezuela from the current
position of Central Government control to the Private Markets.
Among the responsibilities of the President will be to insure
the maintenance of all licenses and permits necessary to do
the ordinary business of the Company, while doing all that is
additionally required to expand the licensing of the company
as directed by i TELL in making every effort to reverse the
Company's existing problems.
8. All accounting staff will remain and report to the CFO of
i TELL for all ordinary business and financing of the Company.
All cash flows, expenses, and required funding will be the
responsibility of i TELL.
9. All Marketing and Sales staff will remain in their positions
reporting directly to the COO. It will be the responsibility
of Marketing and Sales to build the volume of business of the
Company as outline by i TELL. Corporate objectives and sales
quotes will be clearly outlined.
10. All Technical and Engineering staff will remain in their
current positions and it will be the responsibility of i TELL
to deploy all additional equipment necessary to expand the
network capacities of the Company to meet the corporate
objectives as implemented by i TELL.
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11. General and Administrative expenses will be reviewed and
adjusted according to the budget guidelines imposed by the CFO
and approved by the CEO.
3. The Company must prove its ability to make its business profitable and
once there is proof of performance and documentary evidence of the
growth and profitability of the business of the Company, i TELL will at
the end of the term of one (1) year execute the following settlement
for the purchase of Company:
12. At the acceptance and execution of this contract, i TELL,
Inc., will cause to be placed in escrow. Two Hundred Thousand
(200,000) shares of the publicly traded stock of BroadBAND
Wireless International (BBAN) currently priced by the United
States Market Makers at a total Book value in excess of
$600,000,000 with an individual share value averaging above
$6.00 per share.
13. At the successful completion of this trial period, within the
one year time period or sooner at the sole option of the
buyer, as total consideration for the purchase of the Company.
i TELL will transfer to the Company, the 200,000 shares of the
publicly traded stock of BBAN.
14. Immediately upon receipt of the BBAN Stock, the Company
promises and agrees to convey to i TELL all goods, clear, and
marketable titles to all the property to be sold hereunder,
the same to be sold hereunder the same to be free and clear of
all liens and encumbrances. Full possession of said property
will be delivered in the same condition that it is now,
reasonable wear and tear expected. Until conveyance of all
real properties to Buyer, the Seller agrees to maintain the
existing insurance policies, in accordance with industry
standards for all said property.
15. Immediately upon receipt of the BBAN Stock, the Company
promises to convey to i TELL all existing bank accounts, all
cash accounts, accounts receivable, accounts payable, all
inventory and all vendor contracts at the time of closing.
16. Immediately upon receipt of the BBAN Stock, the Company
promises to convey all licenses and permits to i TELL.
17. This Agreement supercedes any/all prior agreements, written or
oral.
18. All of the terms, representations and warranties shall survive
the closing. This Agreement shall bind and inure to the
benefit of the Seller and the Buyer and their respective
heirs, executors, administrators, successors and assigns. If
this agreement shall contain any term or provision which shall
be invalid or against public policy or if the application of
same is invalid or against public policy, then the remainder
of this Agreement shall not be affected thereby and shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed on the day and year fist above written and that the buyer and the
seller mutually agreed that this agreement is govern under the laws of the State
of Delaware, U.S.A. This constitutes the whole and entire agreement.
SELLER: BUYER: WITNESS:
/s/ Xxxxx Xxxxxxxxx Xxxxxx /s/ Xxxxxx Ado
Xx. Xxxxx Xxxxxxxxx Xxxxxx Mr. Xxxxxx Ado
Asociados Espada C.A. i TELL, Inc. U.S.A.
