Exhibit 10.18
The undersigned, Gold & Xxxxx Transfer, S.A. ("G&A"), hereby agrees to
loan to US Wats, Inc. ("USW") or its subsidiary, Capsule Communications, Inc.
("Capsule"), the sum of up to $1,000,000 (the "Maximum Amount"), at such times
and in such amounts, not to exceed in the aggregate the Maximum Amount, as USW
or Capsule, as applicable and acting through its President, shall request. The
foregoing agreement of G&A shall be on, and subject to, the following
conditions:
1. References below to the "Company" shall mean whichever of USW or
Capsule is the borrower of sums from G&A.
2. The Company may request G&A to loan it at any time and from time
to time, on or before APRIL 30, 2000, up to the Maximum Amount by giving G&A
three (3) days prior written notice. G&A shall have no obligation to loan the
Company any sums for which the Company has not made a request for an advance
prior to APRIL 27, 2000.
3. The amounts loaned by G&A to the Company shall accrue interest
from the date(s) made at the rate of 10% per annum, and all amounts so loaned,
together with accrued interest thereon, shall become due and payable on March 1,
2001.
4. The Company shall have the right to prepay all or any part of the
amounts loaned by G&A, together with accrued interest thereon, without premium
or penalty. In addition, the Company may, at its option, repay or prepay, and
G&A may, at its option, convert all or any portion of the amounts loaned by G&A,
together with accrued interest thereon, by issuing to G&A shares of Company
common stock, with the amount of each share valued at 90% of the average Market
Price, with such average computed based on the [30]-day trading period preceding
the date of this agreement, or $2.50. The term "Market Price" shall have the
meaning assigned to it in Section 7 of the USW 1999 Stock Option Plan.
5. G&A acknowledges its understanding that any shares of Company
common stock issued to it pursuant to paragraph 4 will constitute "restricted
securities" and will not be eligible for resale unless registered under the
Securities Act of 1933 or unless an exemption from such registration
requirements is applicable, and represents and warrants that it is acquring any
such shares for its own account without a view to distribution.
Sincerely,
Gold & Xxxxx Transfer, S.A.
Date:
