Amended and Restated Agreement Letter
High Speed Internet Access and Value Added Services
This Amended and Restated Agreement Letter is made on 24th day of January
2000 between
Skyhub Far East Inc. (Skyhub, a BVI company)
Xxxx 000, 0/X.,
Xxxxxx Xxxxxx,
00 Xxxxxx Xxxxxx,
Xxxx Xxxx
And
eVision XXX.Xxx, Inc (eVision, a Colorado company)
One Norwest Center,
0000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000, XXX
Present:
Xx. Xxx X. Xxxx, Chairman (eVision)
Mr. Xxxxxx Xxxx, Director (Skyhub)
--------------------------------------------------------------------------------
This Amended and Restated Agreement Letter fully replaces the Agreement Letter
dated January 12, 2000, the following have been agreed upon:
1. Skyhub is a company wholly owned by a group of Telecommunications Industry
experts. Skyhub sees a large potential market in providing high-speed
Internet access and related value-added services to customers in the Asia
Pacific region.
2. eVision hereby declares its interest and willingness to invest in Skyhub's
business. Skyhub is willing to cooperate with eVision to develop the
business and penetrate this market.
3. Skyhub has formed a subsidiary, "Skyhub Asia Company Ltd." (Skyhub Asia, a
Hong Kong company).
4. Skyhub Asia will install a satellite hub station and network management
system in Hong Kong.
5. Scope of Service by Skyhub Asia:
Main Service
o Wireless High Speed Internet Access
Value Added Services
o Digital Video Broadcasting
o Distant Learning
o International Unified Messaging
o International Voice and Fax Telecommunications
o Clearing House, Hosting and Exchange Facilities for Internet Service
Providers
o Web Portals and Content Services
6. eVision agrees to swap 1,185,209 eVision shares in favor of Skyhub's
exchange of 60% of the total issued and outstanding shares of Skyhub. This
is subject to eVision receiving shareholder approval to sufficiently
expanding its authorized issuable common shares. In the event that this
approval is not granted, eVision will provide funding of at least US$3
million plus the accrued interest from the loan described in term 8, to
Skyhub in exchange for the total issued shares. Skyhub will issue shares to
eVision prior to determination of shareholder approval to expand the
authorized issuable common shares.
7. eVision will guarantee the value of no less than US$3 million plus the
accrued interest from the loan described in term 8, in an orderly sale of
these shares in the open market. Any shortfall will be made up by eVision
in cash. The board of directors of Skyhub will agree upon the execution of
the sale of these shares.
8. eVision, itself or through a subsidiary or affiliate, will arrange to lend
Skyhub up to $1.5 million, at 12% interest per annum payable semiannually
to be paid back when additional funding, including through the sale of
eVision shares, becomes available. This is financing will be based on an
approximate cash flow requirement table as follows:
Mid-month US$ ('000)
--------- ---------
February 2000 800
March 2000 300
April 2000 300
May 2000 100
9. eVision, or it subsidiaries or affiliated companies, will make a best
efforts attempt to raise pre-IPO funding of another US$3 million at the
request of Skyhub.
10. eVision hereby undertakes to not to dilute Skyhub existing shareholders
until the IPO offering unless the consent of Skyhub's original shareholders
is received.
11. The board will consist of five members with three board members appointed
by eVision and two board members appointed by Skyhub's original
shareholders.
12. Skyhub will form separate operating companies for each Asian region to
create partnerships with local companies to provide sales, market, service
and support.
13. Skyhub and its subsidiaries (Skyhub Group) will manage the business. This
will ensure quick reactions and close management of the changes in the
business environment within the region. Skyhub Group will be responsible
for the development of the business, day-to-day operations and Value Added
Services development.
14. This transaction is contingent upon confirmation that the financials of
Gemtron are in a condition which allows eVision to be able to audit these
financials, according to regulation S-X adopted under the US Securities Act
of 1934, for the period, and within the time requirements, for eVision to
meet all filing requirements under the US Securities Act of 1934.
This Amended and Restated Agreement Letter is a binding agreement between
eVision and Skyhub.
--------------------------------------------------------------------------------
For and on behalf of: For and on behalf of:
eVision XXX.Xxx, Inc. Skyhub Far East Inc.
/s/ Xxx X. Xxxx /s/ Xxxxxx Xxxx
------------------------------- ----------------------------------
Authorized Signature Authorized Signature
Name: Xxx X. Xxxx Name: Xxxxxx Xxxx
Date: January 24, 2000 Date: January 24, 2000
2
