Exhibit 10(ii)
AGREEMENT FOR THE PURCHASE AND SALE
OF
THIRTY-THREE AND ONE-THIRD PERCENT
OF
TRYCO INTERNATIONAL, INC.
In consideration of the warranties, covenants and representations exchanged by
and between the parties hereto, the receipt and sufficiency of which is hereby
acknowledged by each, the parties do agree, as evidenced by their signatures
affixed hereto, to the following terms and conditions:
WHEREAS, Black Giant Oil Company with BroadCom Wireless Communications
Corporation, whose address is 0000 Xxxxxxxxx 00xx Xxxxxx, Xxxxxxxx Xxxx,
Xxxxxxxx 00000 is ready, willing and able to enter into this agreement in order
to effectuate the purchase, by Black Giant Oil Company (publicly traded on
Nasdaq BB:symbol BGOC), of the shares, interest and equity of Tryco Inc.
currently held by Global Access New Millennium, Inc. as further set forth below
on the terms and conditions delineated hereinafter, and;
WHEREAS, Global Access New Millennium, Inc., a Wyoming
Corporation with regional offices at address is 0000
Xxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxx 00000, by and through the
authorization and signature of its Managing Director, Xxxxx
X. Xxxx, contracted to purchase one hundred percent of Tryco
Inc., is ready, willing and able to sell the subject
thirty-three and one-third percent (33 1/3%) interest in
Tryco Inc. as set forth below;
NOW THEREFORE, the parties agree as follows:
I. THE PARTIES :
The parties hereto are Black Giant Oil Company, a Nevada
Corporation, whose address is 0000 Xxxxxx X, Xxxxx, Xxxxx 00000,
Global Access New Millenium, Inc., 0000 Xxxxxxxxx Xxxxx, Xxxxxx,
Xxxxxxxx 00000 and Tryco Inc.
II. CONTRIBUTIONS AND RESPONSIBILITIES OF THE
PARTIES: A. Global Access New Millennium, Inc. agrees to deliver the subject
equity/interest being purchased hereunder, comprised of thirty-three and
one-third percent of the shares of Tryco Inc.(of the one hundred percent of
Tryco Inc.) to purchaser Black Giant Oil Company, and;
PAGE TWO
AGREEMENT TO PURCHASE/TRYCO INC.
JANUARY 14, 2000
III. TERMS AND CONDITIONS OF THE PURCHASE:
A. BroadCom Wireless Communication
Corporation, on behalf of Black Giant Oil
Company agrees to remit the following consideration for the
purchase:
1. Fifty Thousand Dollars ( $ 50,000.00 U.S.D.) to be paid to Global Access
(remitted as incrementally available) within Thirty (30) calendar days from
the execution hereof with the Proceeds therefrom to be utilized toward
expenses of the Twenty-Five Million Dollars ( $ 25,000,000.00) Private
Placement being underwritten on behalf of Global Access
2. BroadCom shall immediately remit by wire transfer the amount of Ten
Thousand Dollars ($10,000) to FDFS to serve as the deposit activating the
Engagement Agreement between FDFS and Global Access for the Private
Placement of up to $25,000,000. This Ten thousand dollars is to be wired /
received no later than 21 January 2000.
3. BroadCom shall remit by wire the balance of the $100,000 commitment
fully activating the Engagement Agreement between FDFS and Global Access
for the Private Placement. This $90,000 shall be wired to FDFS no later
than 28 January 2000.
4. Global Access, from the proceeds of its Private Placement, will
contribute to BGOC an amount equal to Two Million Five Hundred Thousand
U.S. Dollars ( $ 2.5 Million USD), in exchange for Two Million Five Hundred
Thousand Shares (2,500,000) of BGOC common stock subject to the
industry-standard SEC Rule 144 Restriction (one calendar year from the date
of issuance of the stock.
5. Seller (Global Access) shall provide to Purchaser (BroadBand), copies of
relevant and the most recently available Financial Statements representing
the profit and loss, operating statements, Balance Sheets of Tryco Inc.,
and copies of any and all other such relevant documents to substantiate
current parameters of Operations Tryco Inc. as of the date of this
agreement.
6. Global Access, in conjunction with the shares of common stock, will
receive full rights, title, and interest to Fifty Percent (50%) of the Net
Income from Three of the now target Thirty cities being deployed by BGOC in
reference to wireless internet.
EXECUTED AND AGREED on this, the 14th day of January, 2000 by:
BLACK GIANT OIL COMPANY GLOBAL ACCESS NEW MILLENNIUM, INC.
/s/ Xxxx Xxxx /s/ Xxxxx Xxxx
By:_____________________________ By:_________________________
