EXHIBIT 10.34
December 7, 1999
To: Purchasers of Units (each a "Lender" and collectively the
"Lenders") consisting of $200,000 principal amount of 16% Senior
Secured Notes of World Wireless Communications, Inc. (the "Company")
Re: Waiver of Principal Payment Default under Agreements
Ladies and Gentlemen:
Reference is made to the Loan Agreement between the Lenders and
the Company dated as of May 14, 1999 (the "Agreement"), including
each note attached thereto as Exhibit A (the "Note"), and the
Pledge/Security Agreement attached thereto as Exhibit B (the
"Pledge\Security Agreement").
As an inducement for the Company to consummate an offering of
its common stock pursuant to the Confidential Private Placement
Memorandum dated January 24, 1999, as amended (the "Offering"), the
Company and each Lender agree as follows:
1. The Company hereby delivers to each Lender his, her or its
pro rata share of 200,000 shares of the Company's common stock,
which are subject to applicable securities laws restrictions,
receipt of which is hereby acknowledged.
2. The parties agree that the principal payment due on each
Note held by the Lenders who are signatories hereto as of today of
$744,828 shall be deferred until February 15, 2000and shall become
due and payable on such date, together with the interest otherwise
due on each Note on such date.
3. In consideration therefore, each Lender unconditionally
and irrevocably waives the Company's default under Sections 1, 3(a)
and 4(a) of each Note and Section 2.2 (c)(i) of the Pledge\Security
Agreement, including, without limitation, any and all rights and
remedies set forth therein, effective as of the date hereof.
Except as amended as set forth herein, the Agreement,
each Note and the Pledge\Security Agreement shall continue in full
force and effect.
If this letter accurately sets forth our understanding,
please sign your name below and return your signed original to us
immediately.
Very truly yours,
WORLD WIRELESS COMMUNICATION
By: /s/ Xxxxx X. Xxxxxx
--------------------------
Xxxxx X. Xxxxxx, President
AGREED:
LANCER OFFSHORE, INC. THE ORBITER FUND
By:______________________ By:_________________
Xxxxxxx Xxxxx, President Xxxxxxx Xxxxx, President
STERLING TECHNOLOGY PARTNERS, LLC
By:____________________________
Xxxxx X. Xxxxx, President
By:__________________
Xxxxx Xxxxx
By:__________________
X.X. Xxxxxxxxxxx
