EXHIBIT 99.5
AGREEMENT BETWEEN:
WIRELESS AGE COMMUNICATIONS, INC.
AND
PINE RIDGE HOLDINGS LTD.
1. Pine Ridge Holdings Ltd. will sell the name X.X. Xxxxxxxx & Sons Ltd. and all
associated trademarks, etc. for 1,500,000 (one million five hundred thousand)
shares of Wireless Age Communications, Inc. (WLSA) on July 2, 2003.
2. X.X. Xxxxxxxx & Sons Ltd. (owned by Pine Ridge) will sell the following in
the newly formed X.X. Xxxxxxxx & Sons Ltd.
2.1 All current inventory of continuing lines at cost. A $25,000
payment will be made at closing. The balance will be paid for 30 days
following the month of sale of the inventory.
2.2 All computers, office equipment, software including Winsol licenses
(Cost $70,000) for $24,000 CDN (Twenty four thousand Canadian Dollars)
payable $2,000 (two thousand Canadian) per month starting August 31,
2003.
2.3 All furniture (excluding DCS's desk and credenza) for $5,000 (Five
Thousand Canadian dollars) payable August 31, 2003.
2.4 All warehouse shelving, equipment, etc. for $5,000 (Five Thousand
Canadian dollars) payable September 30, 2003.
2.5 "Old" X.X. Xxxxxxxx & Sons will retain all payables, receivables,
bank debt and employee debt. The payable owing to Prime Battery will be
paid when EFD and Future pay X.X. Xxxxxxxx & Sons Ltd.
2.6 Certain X.X. Xxxxxxxx & Sons employees will be hired at current
salary and benefits as of June 30, 2003.
3. Xxxxx X. Xxxxxxxx will be President & Chief Operating Officer of the new X.X.
Xxxxxxxx & Sons at a combined salary with PVSS responsibilities of $180,000 (One
Hundred Eighty Thousand) and a bonus of 5% of net profit of X.X. Xxxxxxxx & Sons
division of Wireless Age based on a minimum of $1,000,000 per annum.
ON BEHALF OF WIRELESS AGE COMMUNICATIONS, INC.
_________________________________ _________________________
Xxxx X. Xxxxxxxx Date
Chairman & CEO
ON BEHALF OF PINE RIDGE HOLDINGS LTD.
_________________________________ _________________________
Xxxxx X. Xxxxxxxx Date
President
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