EXHIBIT 10.1
LETTER OF INTENT DATED MAY 8, 2000
FROM
WORLDWIDE WIRELESS NETWORKS, INC.
TO
1ST UNIVERSE INTERNET
May 8, 2000
Xx. Xxxx Xxxxxx
President, 1st Universe Internet
0 Xxxx Xxxxx #000
Xxxxxx, XX 00000
Re: Purchase of 1st Universe Assets
Dear Xxxx:
This is our Letter of Intent regarding Worldwide Wireless Network, Inc.'s
("WWWN") purchase of the assets of 1st Universe Internet ("FSUI"). If our
terms are acceptable, we will draft a formal Purchase Agreement for signature
by both parties.
1. Owner: We assume that you are the sole owner ("Owner") of FSUI.
2. Asset Sale: WWWN and FSUI will transact an "asset sale".. WWWN will
purchase all the assets of FSUI, which will include, but are not limited to,
all revenue-producing elements of FSUI, inclusive of its customer base as of
the date of the purchase agreement, all business conducted with said base, its
customer and prospect list, all accounts receivable, its web hosting business,
and company equipment.
3. Liabilities: WWWN will not be responsible for any liabilities of FSUI
created prior to the Closing of the Purchase Agreement and assumes FSUI has no
pending or current lawsuits, and no outstanding issues with the IRS or other
governmental agency .
4. FSUI Employees: WWWN will work with you to determine what employees of
FSUI will be hired by WWWN and what their positions and compensation will be,
but WWWN will not assume any prior obligations FSUI might have with its
current or past employees or agents.
5. Purchase Price: WWWN will purchase the assets of FSUI for 200,000
shares of its common stock, which will have "piggyback" registration rights
and be restricted as follows:
a) 2,500 shares may be sold every 30 days after Closing has occurred
and their free trade status is in compliance with SEC
regulations, with a minimum of 30 days between the sale of each
2,500 shares.
b) An additional 1,000 shares (i.e., a total of 3,500 shares) may be
sold any time the immediate preceeding average 30 day volume of
WWWN stock is 50,000 shares or greater.
c) A maximum of 15,000 shares can be sold in any 30-day period from
the start of month 13 through month 24.
d) All of Owner's stock will be free trading at the beginning of
month 25.
Please note that the ability to sell any stock in this purchase agreement is
subject to SEC rules regarding the registration and sale of stock. It is
understood that this will take precedent over any proposed disposition of
stock in this offer.
6. Indemnification: Owner is responsible for any claims made against FSUI
for activities that occurred prior to Closing that impact the assets purchased
by WWWN. Owner agrees to indemnify WWWN for any such action that affects the
assets purchased for a period of one year from Closing. 30,000 shares of the
purchase will be held in a mutually agreeable escrow account for one year for
potential indemnification, although if damages impacting what WWWN has
purchased exceeds the value of said escrow shares, Owner is responsible for
full indemnification to WWWN.
7. Audit: There will be an audit 45 days after Closing of FSUI's entire
customer base and their MRI plus other profit centers that contributed to the
"$25,000/month audit benchmark" which you identified for accounts billed by
FSUI, as well as FSUI customers billed by WWWN. Should this combined monthly
figure be less than it was at Closing, the purchase price of 200,000 shares
will be reduced on a pro-rata percentage basis. For example, if the combined
figure at Closing is $40,000, but 45 days later is 10% less (i.e., $36,000),
the purchase price of 200,000 shares will be adjusted downwards by 10% (i.e.,
to 180,000 shares). There will be no upward adjustment made to the purchase
price, and service upgrades to those accounts will not be included in this
calculation, as that will be considered post-Closing, future business. Any
atypical WWWN support cost during the aforementioned 45 day period to keep
these customers active, including special offers or commitments to future
deeper discounts, will be assessed and factored into the conclusions of the 45
day audit, with fair and reasonable adjustments made accordingly. Conversely,
accounts which FSUI adds to its base during the audit period may be used as an
offset to cover potential shortfalls.
8. Non-Circumvent & Non-Compete: Owner understands that FSUI's customer
base and prospect list are part of the assets being purchased by WWWN for
valuable consideration, and also acknowledges his familiarity with WWWN's
overall business. Accordingly, Owner promises not to solicit his customers or
any WWWN customers, directly or indirectly, or assist a third party in
soliciting any of these customers, for a period of 5 years from the date of
Closing. Additionally, Owner agrees not to solicit WWWN employees nor compete
or consult against WWWN, directly or indirectly, in any market WWWN is in or
has advised Owner it is expanding into, for a period of three years. These
markets include the entirety of Southern California, Santa Xxxxxxx, Las Vegas,
the San Francisco Bay area, inclusive of Oakland, and Honolulu.
9. Due Diligence/Accounts Payable: FSUI will make its books and
documentation fully available to WWWN during its due diligence period, which
is targeted to be completed by May 8, 2000. Furthermore, FSUI will bring its
accounts payable current with WWWN prior to Closing.
10. Non-Solicitation Period: Recognizing that WWWN will be using financial
and human resources to engage in due diligence, FSUI promises that it will not
seek, solicit, or entertain discussions with any other party regarding any
sale or venture involving FSUI during WWWN's due diligence period.
11. Closing Costs: WWWN will pay for the legal costs associated with
preparation of the final Purchase Agreement. Each party will be responsible
for any other costs they might incur involving this transaction.
12. Closing Date: Both parties will strive to make best efforts to complete
this transaction and Close by May 8, 2000.
13. Survivability: The Purchase Agreement will survive and its terms &
conditions will take precedent to and remain in effect irrespective of any
other arrangement the Owner personally enters into with WWWN.
Read and agreed to on this _____ day of __________, 2000:
1st Universe Internet Worldwide Wireless Networks, Inc.
______________________ ________________________________
Xxxx Xxxxxx, President Xxxxxxx X. (Xxxxx) Bream, President & COO
