Exhibit 10(i)
AGREEMENT IN PRINCIPLE
AND LETTER OF UNDERSTANDING
This Agreement in Principle and Letter of Understanding ("Agreement")
is entered into this 1st day of November, 1999, by and between BroadCom Wireless
Communications Corporation ("BROADCOM"), an Oklahoma corporation with principal
offices in Oklahoma City, Oklahoma, and Black Giant Oil Company ("BGOC"), a
Nevada corporation with principal offices located in Cisco, Texas.
WHEREAS, BROADCOM, or its parent, has previously acquired and been
issued from BGOC Two Million (2,000,000) shares of the common stock fully paid
of Black Giant Oil Company. The receipt said shares is hereby acknowledge by
BROADCOM. BROADCOM has also agreed to acquire from BGOC Four Million Four
Hundred Thousand (4,400,000) shares of BGOC common stock for $55,000 to be paid
on or before November 11, 1999.
WHEREAS, BROADCOM hereby represents that it owns or has Letters of
Intent to acquire the following:
Kentucky Gas Property - BROADCOM owns Fifty Percent of One Hundred
Percent (50% of 100%) of leasehold interest(s) in mineral leases totaling
approximately Four Thousand Three Hundred (4,300) acres in the Xxxxx County in
the State of Kentucky upon which Nine (9) recently drilled, but not completed,
gas xxxxx now exist. A legal description of this acreage is included and made a
part of this agreement.
Getmore Wireless (Cell and Pager Business) - BROADCOM has a Letter of
Intent with Getmore Wireless, Xxx Xxxxx & Associates, etal, which is a licensed
authorized dealer for VoiceStream Wireless Cell Phones & Pagers with at least
Three (3) locations in Oklahoma. The letter of intent provides BROADCOM to
acquire Forty Percent (40%) of the common stock of Getmore Wireless.
Getmore Communications (Wireless Internet) - BROADCOM has a Letter of
Intent with Getmore Wireless, Xxx Xxxxx & Associates, etal, which is newly
formed entity with a plan to initiate Wireless Internet Services throughout the
Continental United States. The letter of intent provides BROADCOM to acquire
Fifty Percent (50%) of the common stock of Getmore Communications for providing
certain funding for transmitting towers.
Global Access - BROADCOM has a contract for a Two (2) year contract for
long distance service to a Mexican carrier for a revenue source of not less that
$140,000 per month by providing Two (2) Xxxxxx Switches.
WHEREAS, BGOC agrees and BROADCOM accepts the following stock issuance
for the above assets and stock ownership subject to the documents being received
by BGOC are in proper order, meet SEC accounting standards, violate no state or
federal laws rules or securities regulations, no adverse tax consequences and
meet reasonable due diligence, and conveyance of the ownership said assets,
stock and contracts to BGOC full paid:
Kentucky Gas Deal - BGOC will cause the issuance (to be held in escrow)
of Five Million (5,000,000) shares of its common stock from its unissued but
authorized shares to BROADCOM for the interest previously described properties
upon receipt of valid title to the leases comprising approximately 4,300 acres
and an attorney's title opinion covering said leases. All leases must be valid
with full compliance with the terms of the
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Agreement in Principle
November 1, 1999
lease(s) and all regulatory agencies, all taxes and any other lease expenses are
full paid, and the leases are free and clear of all liens and encumbrances
whatsoever.
BGOC further agrees to issue and hold in escrow 13,000,000 additional
shares for the Kentucky Gas Project pending a sufficient number of xxxxx being
completed and put on line for production and generating a positive cash flow net
to BGOC's interest in order to substantiate a minimum value of $2,000,000, or
more, to BGOC's interest. After these xxxxx have reached stabilized production
for a period of at least 90 days, BGOC agrees to release up to 13,000,000 shares
to BROADCOM based upon the profitability of the project per SEC accounting
standards and practices for oil and gas properties (Ceiling Tests).
Additionally, BGOC agrees to waive the aforementioned production and revenue
criteria if a sale of the property generates to BGOC's interest net proceeds of
at least $2,000,000.
Getmore Wireless (Cell & Pager) - BGOC will cause the issuance (to be
held in escrow) of Ten Million (10,000,000) shares of its common stock from its
unissued but authorized shares to BROADCOM for the stock ownership previously
described immediately upon receipt of a fully executed and binding formal
contract fully paid for the acquisition of Forty Percent (40%) undivided
ownership in Getmore Wireless. The contract must include a provision for the
escrow of a percentage of the gross revenues for a dividend distribution to be
paid with Forty Percent (40%) of the dividends paid by Getmore Wireless paid to
BGOC.
Getmore Communications (Wireless Internet) - BGOC will cause the
issuance (to be held in escrow) of Ten Million (10,000,000) shares of its common
stock from its unissued but authorized shares to BROADCOM for the interest
previously described upon receipt of a fully executed and binding formal
contract being fully paid for the acquisition of Fifty percent (50%) undivided
ownership in Getmore Communications, subject to funding requirements ($300,000
to 500,000 per site) being met pursuant to that contract with 625,000 shares
being allocated per site funded. After the initial Sixteen (16) sites have been
funded (up to $8,000,000). BGOC further agrees to issue to BROADCOM an
additional 625,000 shares per site funded.
Global Access - BGOC will cause the issuance (to be held in escrow) of
Ten Million (10,000,000) shares of its common stock from its unissued but
authorized shares to BROADCOM for the fully executed and binding formal contract
with Global Access for providing two Xxxxxx switches to Global Access's Mexican
Long Distance Service contract. The shares shall be released upon verification
and due diligence s to the contracts and switches.
WHEREAS, BGOC and BROADCOM hereby agree to the terms and conditions of
this agreement, however, a formal agreement(s) will be prepared, as soon as
practicable, to further expand the description each of the above briefly
described assets, Letters of Intent or Contracts to be conveyed and delivered to
BGOC in exchange for shares of common stock of BGOC with appropriate warranties
and guarantees.
WHEREAS, BROADCOM engaged Xxxx Xxxxxxx as a consulting broker to aide
BROADCOM in negotiating this agreement, BROADCOM hereby agrees to be solely
responsible for his acting as their agent and to pay all fees due to him for his
services, that is $28,000 outstanding as of the date of this agreement BGOC and
its officers and representatives shall have no obligation to Xx. Xxxxxxx subject
to this agreement whatsoever.
WHEREAS, all presently existing assets of BGOC shall be transferred to
a BGOC subsidiary which will then be spun off to the pre-merger BGOC
shareholders. All the necessary legal opinions and expenses will be paid by BGOC
to properly effect the spin-off.
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Agreement in Principle
November 1, 1999
BROADCOM and BGOC hereby agree to execute other documents as may be
necessary to make this document effective. Upon acceptance of this agreement and
action by the Board of Directors of BGOC, BROADCOM shall designate two new
Directors to be appointed to the Board of Directors of BGOC, one will be
appointed upon acceptance of this agreement and the second will be appointed
upon payment of the $55,000 private placement. Time is of the essence.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first above written.
BroadCom Communications Corporation Black Giant Oil Company
By:__/s/ Xxxx Braxton___________ By:__/s/ Xxxx Webb____
Xxxx Xxxxxxx, President Xxxx Xxxx, President
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Exhibit 10(ii)
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