Exhibit 10(v)
i TELL, Inc.
0000 X Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Phone: 000-000-0000 Fax:000-000-0000
E-Mail: INFO@i XXXX.xxx.xxx
SALE/PURCHASE/MANAGEMENT AGREEMENT PANAMTEL
This Agreement is made this 29th day of February, 2000 by and between i TELL,
Inc. a Delaware Corporation headquartered at 0000 X Xxxxxx Xxxxxx, Xxxxxxxxxxxx,
Xxxxxxxx 00000, represented by Mr. Xxxxxx Ado (hereinafter known as Buyer) and
Asociados Espada C.A., trading as Panamtel, located at Xx. Xxxx Xxxxxxxxx, Xxxxx
Xxxxxxxxxx, Xxxx 0, Xxxx. 2-H, Urb, Xxxxx Xxxxx, Caracas, D.F. - Apod Postal
1050 Caracas Venezuela represented by Xx. Xxxxx Xxxxxxxxx Xxxxxx (hereinafter
known as Seller)
Whereas the seller desires to sell and the Buyer desires to buy the business of
a certain telecommunications and marketing company known as Asociados, Espada
C.A., trading as Panamtel (hereinafter known as the "Company") inclusive all
assets thereof as contained in Schedule "A" attached hereto.
Whereas the Buyer requires that the Company prove it's ability to become
profitable. This is to be accomplished through a one (1) year trail in which the
Company will be managed completely by the Buyer. At anytime, at the sole
discretion of the buyer, the buyer may choose to fully execute this contract and
take immediate control of the Company.
The parties hereto agree and covenant that the purchase of the Company will be
effected one (1) year and one (1) day, from the date of this agreement under the
terms and conditions listed below. For the period of one (1) year and (1) day, i
TELL, Inc., will be in full management control of the Company with i TELL
providing all required financial, management, marketing and operational support
to insure the success of this business venture and the ultimate sale and
purchase of the Company. During this one (1) year period i TELL will
continuously evaluate the performance of the Company while utilizing all
standard business practices as deemed necessary to insure the success of the
Company. At the successful completion of this one year trial, this
Sales/Purchaser/Management Agreement will be put into full force and effect with
i TELL paying the agreed upon price as outlined herein. If this one year trial
is deemed by the buyer to be unsuccessful the Company will be returned to Xx.
Xxxxx Xxxxxxxxx Xxxxxx, as is, with no further liabilities or responsibilities
to any of the parties involved. During this one (1) trial period, it will be the
responsibility of the Company, with the full financial and operational support
of i TELL, to reverse the current business looses of the Company, and to return
the Company to the status of profitability. The terms and conditions of this
trial period, which will lead to the ultimate sale and purchase of the Company
are as follows:
1. i TELL, Inc., upon the completion of this Sale/Purchase/Management contract
will immediately assume full management control of the Company. This
management agreement will be in full force and effect for the period of one
year, in which the performance of the Company will be continuously
evaluated, under the following terms and conditions:
a. All personnel of the Company are to remain on staff and in the
positions in which they now
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occupy under the general terms and conditions of their existing and/or
assumed employment contracts, as required by the Central Government.
b. A Chief of Operations Officer will immediately be deployed by i TELL
and integrated into management supervision of all staff functions
within the home office operations of the Company. All operational
controls will be assumed by i TELL.
c. Marketing and Sales will come under the direct supervision of i TELL,
with all marketing and sales goals and objectives being established by
i TELL. Monthly Marketing and Sales reviews will be conducted with
performance reviews for all Marketing and Sales personnel. All
marketing and sales are to be standardized and accomplished by the
existing staff, in a concentrated effort to expand the lines of
business and create profitable cash flows..
d. The CFO of i TELL will manage all Accounts Receivable, Accounts
Payable and Payroll. All financial matters concerning funding, cash
management, stock, hedging, accounting and reporting will be assumed
by i TELL. Exiting staff will be utilized to facilitate all accounting
and reporting functions of the Company. Immediately upon closing of
this Sales/Purchase/Management Agreement, the Buyer will establish
Monthly. Quarterly and Annual operating budgets and standard
accounting procedures. All budgetary considerations, guidelines and
funding requirements of the Company, deemed appropriate by i TELL,
will be authorized, supported and allocated by i TELL.
e. The current contracts for service and equipment will remain in full
force and effect. Normal and customary business practices will be
maintained to the highest possible standards. All leases, rentals, and
mortgages of the Company will remain in full force and effect until
such time as the corporation deems it necessary to make appropriate
changes as agreed.
2. It will be the responsibility of the Company to reverse all negative
business trends and correct the financial shortfalls of the business of the
Company under the following terms and conditions.
a. Xx. Xxxxx Xxxxxxxxx will remain President of th Company and will be
responsible to insure the successful transition of the
Telecommunications business in Venezuela from the current position of
Central Government control to the Private Markets. Among the
responsibilities of the President will be to insure the maintenance of
all licenses and permits necessary to do the ordinary business of the
Company, while doing all that is additionally required to expand the
licensing of the company as directed by i TELL in making every effort
to reverse the Company's existing problems.
b. All accounting staff will remain and report to the CFO of i TELL for
all ordinary business and financing of the Company. All cash flows,
expenses, and required funding will be the responsibility of i TELL.
c. All Marketing and Sales staff will remain in their positions
reporting directly to the COO. It will be the responsibility of
Marketing and Sales to build the volume of business of the Company as
outline by i TELL. Corporate objectives and sales quotes will be
clearly outlined.
d. All Technical and Engineering staff will remain in their current
positions and it will be the responsibility of i TELL to deploy all
additional equipment necessary to expand the network capacities of the
Company to meet the corporate objectives as implemented by i TELL
e. General and Administrative expenses will be reviewed and adjusted
according to the budget guidelines imposed by the CFO and approved by
the CEO.
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3. The Company must prove its ability to make its business profitable and once
there is proof of performance and documentary evidence of the growth and
profitability of the business of the Company, i TELL will at the end of the
term of one (1) year execute the following settlement for the purchase of
Company:
a. At the acceptance and execution of this contract, i TELL, Inc., will
cause to be placed in escrow. Two Hundred Thousand (200,000) shares of
the publicly traded stock of BroadBAND Wireless International (BBAN)
currently priced by the United States Market Makers at a total Book
value in excess of $600,000,000 with an individual share value
averaging above $6.00 per share.
b. At the successful completion of this trial period, within the one year
time period or sooner at the sole option of the buyer, as total
consideration for the purchase of the Company. i TELL will transfer to
the Company, the 200,000 shares of the publicly traded stock of BBAN.
c. Immediately upon receipt of the BBAN Stock, the Company promises
and agrees to convey to i TELL all goods, clear, and marketable titles
to all the property to be sold hereunder, the same to be sold
hereunder the same to be free and clear of all liens and encumbrances.
Full possession of said property will be delivered in the same
condition that it is now, reasonable wear and tear expected. Until
conveyance of all real properties to Buyer, the Seller agrees to
maintain the existing insurance policies, in accordance with industry
standards for all said property.
d. Immediately upon receipt of the BBAN Stock, the Company promises to
convey to i TELL all existing bank accounts, all cash accounts,
accounts receivable, accounts payable, all inventory and all vendor
contracts at the time of closing..
e. Immediately upon receipt of the BBAN Stock, the Company promises to
convey all licenses and permits to i TELL.
f. This Agreement supercedes any/all prior agreements, written or oral.
g. All of the terms, representations and warrantie shall survive the
closing. This Agreement shall bind and inure to the benefit of the
Seller and the Buyer and their respective heirs, executors,
administrators, successors and assigns. If this agreement shall
contain any term or provision which shall be invalid or against public
policy or if the application of same is invalid or against public
policy, then the remainder of this Agreement shall not be affected
thereby and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed on the day and year fist above written and that the buyer and the
seller mutually agreed that this agreement is govern under the laws of the State
of Delaware, U.S.A. This constitutes the whole and entire agreement.
SELLER: BUYER: WITNESS:
/s/ Xxxxx Xxxxxxxxx Xxxxxx /s/ Xxxxxx Ado
Xx. Xxxxx Xxxxxxxxx Xxxxxx Mr. Xxxxxx Ado
Asociados Espada C.A. i TELL, Inc. U.S.A.
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