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EXHIBIT 10.F
RESIGNATION AGREEMENT
This Resignation Agreement is made between eSat, Inc. (the "Company")
and Xxxxx X. Xxxxxxx ("Xxxxxxx") on March 22, 1999.
1. Xxxxxxx hereby resigns as a director and as an officer of the
Company.
2. Xxxxxxx shall serve as a consultant to the Company for 36 months.
The consulting agreement may be terminated only for cause, and if
terminated earlier, Xxxxxxx shall be entitled to be paid for the
entire term. Xxxxxxx shall be paid at the rate of $10,000 per month.
If the Company is sold prior to the expiration of the 36 months,
then Xxxxxxx shall be paid the difference between $360,000 and the
cumulative amount of the consulting fees paid to Xxxxxxx. The
Company shall be deemed sold if there is a tender offer that results
in the acquisition of 51% of the outstanding stock or more, or the
acquisition of the majority of the assets of the Company. As a
consultant, Xxxxxxx shall be under the direction of the board of
directors and shall only do that which the board of directors has
authorized.
3. Xxxxxxx shall retain 3,000,000 shares of common stock. The shares
shall be nonvoting and Xxxxxxx shall not be entitled to vote the
shares on any matter. After the expiration of one year, if Xxxxxxx
sells the shares (and the shares may be sold only in accordance with
applicable law), then the purchaser shall have the right to vote the
shares. All other shares above 3,000,000 shall be canceled. Xxxxxxx
warrants that he has not sold any amount of shares to any other
person.
4. Xxxxxxx shall retain warrants to purchase 1,500,000 at $3.00 per
share. The terms of the warrant shall be similar to the warrants
previously issued to Xxxxxxx.
5. Xxxxxxx shall be paid $150,000, in five equal monthly installments
of $30,000, the first payment to be made upon the execution of this
agreement.
6. Xxxxxxx shall be entitled to the use of an office at the Company's
headquarters for a period up to 12 months. Xxxxxxx shall be entitled
to a business card with the designation of "Founder".
7. Xxxxxxx and the Company shall prepare and execute a formal general
mutual release.
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8. The board of directors acknowledges that Xxxxxxx sold warrants for
$500,000.
The parties acknowledge their agreement by affixing their signatures
below.
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
eSat, Inc.
By /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
By /s/ Xxx Xxxxxxx
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Xxx Xxxxxxx
By /s/ Xxxx Pan
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Xxxx Pan
By /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
