COMMTEL SERVICES LTD.
December 22, 1999
Telecom Wireless Corporation
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
CEO and Chairman
Settlement Agreement Regarding Bridge Loans Between
Commtel Services Ltd. and Telecom Wireless Corporation
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Dear ▇▇▇:
WHEREAS Telecom Wireless Corporation (the "Company"), Commtel Services
Ltd. ("Commtel") and Dr. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇") entered into a series of
agreements relating to Bridge Loans made by Commtel to the Company;
WHEREAS, pursuant to a note and bridge loan agreement between the
Company and Commtel, each dated September 1, 1999 ("Note I" and "Bridge Loan
Agreement I", respectively), Commtel provided the Company with a bridge loan
in the amount of $125,000;
WHEREAS, pursuant to a note and bridge loan agreement between the
Company and Commtel, each dated September 23, 1999 ("Note II" and "Bridge
Loan Agreement II", respectively), Commtel provided the Company with an
additional bridge loan in the amount of $250,000;
WHEREAS, certain obligations under Note I and Bridge Loan Agreement I
were guaranteed by ▇▇▇▇▇▇▇ pursuant to a form of guaranty dated September 1,
1999 (the "Guaranty") between ▇▇▇▇▇▇▇, Commtel and other bridge lenders;
The parties hereto agree in consideration of the mutual covenants set
forth herein to modify and amend Note I, Bridge Loan Agreement I, Note II,
Bridge Loan Agreement II and the Guaranty as follows:
1. As full performance for its obligations under Note I, Bridge Loan
Agreement I, Note II, and Bridge Loan Agreement II the Company hereby
agrees to issue, and Commtel hereby agrees to accept, 400,000 shares
of common stock of the Company in the name of "Commtel Services Ltd"
issued as of the date hereof (exclusive of the 100,000 shares
described in the next sentence, the "Common Stock"). The Company
agrees to deliver such 400,000 shares of common stock, as well as the
100,000 shares of common stock due from the Company to Commtel
pursuant to an agreement between them dated September 1, 1999 as soon
as practicable, but in no event later than January 7, 2000 to
Prudential Securities, attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇., ▇▇▇▇ ▇▇., ▇▇, ▇▇ ▇▇▇▇▇.
The Company agrees to register the Common Stock for resale on or
before June 30, 2000. The Common Stock shall bear a legend reflecting
that such Common Stock shall be restricted from resale into the public
market through and until June 30, 2000. These restrictions shall not
apply to the 100,000 shares of common stock which bear no such
restrictions and which are currently being registered by the Company.
2. In exchange for the issuance and delivery of the Common Stock by the
Company, Commtel hereby accepts such issance and delivery as full
satisfaction of the Company's obligations under Note I, Bridge Loan
Agreement I, Note II, and Bridge Loan Agreement II. Specifically,
INTER ALIA, the Company shall no longer have any obligation to pay
principal and interest to Commtel or to issue warrants to Commtel in
accordance with th terms of Note I, Bridge Loan Agreement I, Note II,
and Bridge Loan Agreement II. Commtel hereby agrees to execute, in goo
faith, any additional documentation which the Company deems necessary
to release all obligations due from the Company to Commtel under Note
I, Bridge Loan Agreement I, Note II and Bridge Loan Agreement II.
3. In addition, Commvest hereby releases all obligations due to it under
the Guaranty. Commtel hereby agrees execute, in good faith, any
additional documentation which ▇▇▇▇▇▇▇ deems necessary to release all
obligations due from ▇▇▇▇▇▇▇ to Commtel under the Guaranty.
4. The provisions of this Agreement and shall bind the successors,
acquirors and assigns of the parties thereto.
Except for the modifications and amendments to the September 1st Agreement
set forth herein, the September 1st Agreement shall remain in full force and
affect pursuant to its terms.
This Agreement may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be any original, and such
counterparts shall together constitute but one and the same instrument. Faxed
signatures shall have the same effect of original signatures with respect to
this Agreement.
IN WITNESS WHEREOF the parties have caused this Agreement to be
executed as of the day and year first above written.
TELECOM WIRELESS CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President
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COMMTEL SERVICES LTD.
By:
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Name:
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Title:
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By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Dr. ▇▇▇▇▇ ▇▇▇▇▇▇▇