Exhibit 10(iv)
ADDENDUM TO LETTER OF AGREEMENT
THIS ADDENDUM TO LETTER OF AGREEMENT ("Addendum") is entered into this
29th day of March 2000 by and between BroadBand Wireless International
Corporation, a Nevada corporation ("BBAN"), and iTELL, Inc., a Maryland
corporation ("iTELL") (BBAN and iTELL may be collectively referred to as the
"Parties").
Premises
A. On March 1, 2000, BBAN and iTELL executed a Letter of Agreement (the
"Agreement"), pursuant to which iTELL became a wholly owned subsidiary of BBAN.
B. The consideration provided in the Agreement was $200,000 cash and Two
Million (2,000,000) shares of BBAN's common stock ("Purchase Price").
C. In addition to the Purchase Price, BBAN agreed to assist iTELL in
securing financing for its operations ("Financing Obligation").
NOW, THEREFORE, based on the foregoing premises, which are incorporated
herein by reference, and for and in consideration of the mutual covenants and
agreements contained herein, and in reliance on the representations and
warranties set forth in this Addendum, the benefits to be derived herein and for
other valuable consideration, the sufficiency of which is hereby expressly
acknowledged, the Parties agree as follows:
1. Financing. BBAN agrees to assist in securing financing for iTELL's
operations. BBAN agrees to provide Two Million Five Hundred Thousand
(2,500,000) shares of its common stock ("Financing Shares") for use as
collateral in securing iTELL's financing.
2. Restricted Stock. iTELL acknowledges and agrees that all of the
Financing Shares issued hereunder, as well as all shares issued, or
issuable pursuant to the Agreement, shall bear a prominent legend
restricting the sale or other transfer thereof unless such shares are
registered with the United State Securities and Exchange Commission under
the Securities Act of 1933, and with any applicable state in compliance
with the securities laws of such state (collectively, "Securities Laws") or
unless the share recipient delivers a legal opinion acceptable to BBAN's
General Counsel that such sale or other transfer is exempt from
registration in compliance with Securities Laws. Appropriate stop transfer
instructions regarding such shares shall be given to BBAN's stock transfer
agent. Each stock certificate issued to such recipients hereunder will bear
a restrictive legend substantially as follows:
The shares of stock represented by this certificate have not been
registered under the Securities Act of 1933, as amended, or under the
securities laws of any state and may not be sold or otherwise transferred
unless in compliance with the registration provisions of such Act and state
laws or unless availability of an exemption from such registration
provisions has been established.
3. Authority, No Conflict. This Addendum constitutes the legal, valid,
and binding ---------------------- obligation of BBAN and iTELL enforceable
against each of them in accordance with the terms
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herein. The Parties have the absolute and unrestricted right, power,
authority, and capacity to execute and deliver this Addendum and to perform
its obligations under this Addendum.
4. Controlling Law. The validity, interpretation, and performance of
this Addendum shall be governed by the laws of the state of Texas, without
regard to its law on the conflict of laws. Any dispute arising out of this
Addendum shall be brought in a court of competent jurisdiction in Texas.
The Parties exclude any and all statutes, laws and treaties which would
allow or require any dispute to be decided in another forum or by other
rules of decision than provided in this Addendum.
5. Counterparts. This Addendum may be executed in duplicate facsimile
counterparts, each of which shall be deemed an original and together shall
constitute one and the same binding Addendum, with one counterpart being
delivered to each party hereto.
6. Entire Agreement, Waiver. This Addendum represents the entire
agreement between the Parties in respect of the subject matter hereof, and
no other agreements exist, written or oral, nor may this Addendum be
modified except in writing and executed by all of the Parties hereto. The
failure to insist upon strict compliance with any of the terms, covenants
or conditions of this Addendum shall not be deemed a waiver or
relinquishment of such right or power at any other time or times.
IN WITNESS WHEREOF, the foregoing Addendum, having been duly approved
and adopted by the Parties, as required, do now execute this Addendum.
iTELL Attest:
/s/ Xxxxxx Ado
--------------------------- /s/
Xxxxxx Ado, President & Owner ____________________, Secretary
iTELL, Inc. iTELL, Inc.
BBAN Attest:
/s/ Xxxxx X. Xxxx /s/ Xxxx Xxxx
--------------------------- ---------------------------
Xxxxx X. Xxxx, Chief Financial Officer Xxxx Xxxx, Director
BroadBand Wireless International Corporation BroadBand Wireless
International Corporation
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