COMPROMISE AND SETTLEMENT AGREEMENT
Corporate Solutions, L.L.C., 21251 River Bluff Drive, Anderson,
California 96007, hereinafter referred to as CORPORATE and World-Wide Wireless
Communications, Inc., a corporation, One Post Street, Suite 2600, San Francisco,
California 94104, hereinafter referred to as WWWC, in consideration of the
promises made herein, agree as follows:
Nature and Effect of Agreement
1. This Compromise and Settlement Agreement, hereinafter referred to as
"this Agreement", consists of a compromise and settlement by each party of that
party's claims against the other party, and a release given by each party to the
other relinquishing all claims against the other. By executing this Agreement,
each of the parties intends to and does hereby extinguish the obligations
heretofore existing between them. This Agreement is not, and shall not be
treated as, an admission of liability by either party for any purpose.
Nature and Status of Dispute
2. (A) CORPORATE made loans totaling $277,715.00 to WWWC or its
predecessor in interest between April 4, 1997 and August 18, 1997, inclusive,
which have not been repaid. WWWC disputes its liability for such loans.
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(B) CORPORATE in large part obtained the funds for such loans by
factoring its accounts receivable to Capital Associates of Jackson County, Inc.,
hereinafter referred to as CAPITAL. Substantial sums remain due to CAPITAL by
CORPORATE. WWWC disputes its liability on such factoring arrangement.
(C) CORPORATE made additional loans to WWWC or its predecessor in
interest of $10,000.00 on September 7, 1997 and $2,500.00 in January of 1998.
WWWC acknowledges these liabilities.
(D) CORPORATE purchased equipment from Microwave Radio Corporation and
had the equipment delivered directly to WWWC. CORPORATE is presently obligated
to BNY Financial Corporation, hereinafter referred to as BNY, in the sum of
$19,269.00 for such equipment. WWWC disputes any liability to pay for this
equipment.
(D) CORPORATE purchased equipment from Hybrid Networks, Inc.,
hereinafter referred to as HYBRID, on August 6, 1997 for the total price of
$104,140.00. The check which CORPORATE used to pay for such equipment was
dishonored. Thereafter, HYBRID filed a bankruptcy petition. Although WWWC or its
predecessor in interest received the equipment, CORPORATE has not paid for the
equipment and does not seek reimbursement from WWWC.
(E) WWWC or its predecessor in interest entered into various agreements
with CORPORATE between December of 1996 and November of 1997 whereby CORPORATE
agreed to raise funds for WWWC or its predecessor in interest. Under the terms
of such agreements, WWWC or its predecessor in interest agreed to pay fees to
CORPORATE. WWWC disputes CORPORATE's performance under these agreements and
contends that it has claims against CORPORATE for breach of such
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agreements.
(F) WWWC is the successor in interest to the assets of World Wide
Wireless, Inc., the corporation with which CORPORATE dealt in the matters
described in Paragraphs 2(A) through (E) above. WWWC claims that it has no
liability to CORPORATE whereas CORPORATE contends that the transfer of assets
was a fraudulent conveyance.
Mutual Compromise Agreement
3. Each party, in consideration of the promises and concessions made by
the other, hereby compromises and settles any and all past, present, or future
claims, demands, obligations, or causes of action, whether based upon tort,
contract, or other theories of recovery, which that party has or which may later
accrue to or be acquired by that party against the other party and the other
party's predecessors and successors in interest, heirs, and assigns, as well as
past, present, and future officers, directors, shareholders, agents, employees,
parent and subsidiary organizations, affiliates, and partners arising from the
subject matters described in Paragraph 2 of this Agreement, on the following
terms and conditions:
(A) WWWC agrees to pay CORPORATE the sum of $12,500.00 on or before May
31, 1999. In the event of a delay in payment, interest shall accrue from June 1,
1999 at the rate of ten per cent annum until paid.
(B) WWWC agrees to issue to CORPORATE 750,000 shares of common stock
(symbol WLGS), restricted only as required by Securities and Exchange Commission
Rule 144, on or before May 28, 1999. WWWC shall prepare and file all documents
and
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pay all fees associated with any registration requirements imposed by federal
securities law.
(C) CORPORATE agrees to pay all sums due CAPITAL arising from
transactions described in Paragraph 2 of this Agreement, on such terms as are
acceptable to CORPORATE and CAPITAL.
(D) CORPORATE agrees to pay all sums due BNY arising from transactions
described in Paragraph 2 of this Agreement, on such terms as are acceptable to
CORPORATE and BNY.
(E) CORPORATE shall have no liability with respect to any sums claimed
to be due by HYBRID since no compensation is being paid under this Agreement on
account of the HYBRID claim.
Mutual General Release
4. Each of the parties on behalf of its parent and subsidiary
organizations, affiliates, partners, agents, servants, shareholders, employees,
representatives, assigns, and successors, hereby fully releases and discharges
the other party and that party's parent and subsidiary organizations,
affiliates, partners, agents, servants, shareholders, employees,
representatives, assigns, and successors from all rights, claims, and causes of
action which each party and the above-mentioned successors have against the
other party and the above-mentioned successors, stemming from their differences
arising from the subject matters described in Paragraph 2.
Unknown Claims
5. (A) Each party acknowledges and agrees that the release it gives to
the other
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party upon executing this Agreement applies to all claims for injuries, damages,
or losses to its property, real or personal, which it may have against the other
party. Each party waives the application of California Civil Code Section 1542.
(B) Each party certifies that it has read the following provisions of
California Civil Code Section 1542:
"A general release does not extend to claims which
the creditor does not know or suspect to exist in
his favor at the time of executing the release,
which if known by him must have materially
affected his settlement with the debtor."
and indicates that fact by signing its officer's initials here:
DAK for CORPORATE
_____ for WWWC
(C) Each party understands and acknowledges that the significance and
consequence of this waiver of California Civil Code 1542 is that even if it
should eventually suffer additional damages arising out of the subject matters
described in Paragraph 2 of this Agreement, it will not be able to make any
claim for those damages. Furthermore, each party acknowledges that it
consciously intends these consequences even as to claims for damages which exist
as of the date of this Agreement but which it does not know exist, and which, if
known, would materially affect its decision to execute this release, regardless
of whether its lack of knowledge is the result of ignorance, oversight, error,
negligence, or any other cause.
Advice of Attorney
6. Each party warrants and represents that in executing this Agreement,
it has relied upon legal advice from the attorney of its choice; that the terms
of this Agreement
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have been read and its consequences (including risks, complications, and costs)
have been completely explained to it by its attorney; and that it fully
understands the terms of this Agreement. Each party further acknowledges and
represents that in executing this release, it has not relied on any inducements,
promises, or representations made by the other party.
Conditions of Execution
7. Each party acknowledges and warrants that its execution of this
Agreement is free and voluntary.
Execution of Other Documents
8. Each party to this Agreement shall cooperate fully in the execution
of any and all other documents and in the completion of any additional actions
that may be necessary or appropriate to give full force and effect to the terms
and intent of this Agreement.
Attorneys' Fees to Date
9. Each party to this Agreement shall bear all attorney's fees and
costs arising from that party's own counsel in connection with the negotiations
leading up to this Agreement, the preparation and review of this Agreement, and
the disputes which are the subject matter of Paragraph 2.
Future Attorneys' Fees
10. If any legal action is brought to enforce the provisions of this
Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees from the other party.
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Entire Agreement
11. This Agreement contains the entire agreement between the parties.
Effective Date
12. This Agreement shall become effective immediately upon execution by
CORPORATE and WWWC.
Execution of Agreement in Counterparts
13. This Agreement may be signed in counterparts, each of which will
represent acceptance and approval of the terms of this Agreement.
Governing Law
14. This Agreement is entered into, and shall be construed and
interpreted in accordance with the laws of the State of California.
Executed at San Francisco, California on May __, 1999.
CORPORATE SOLUTIONS, L.L.C.
By: /s/ David E. Rinker
----------------------------------
DAVID E. RINKER, Chief Executive
WORLD WIDE WIRELESS COMMUNICATONS, INC.
By:
----------------------------------
DOUGLAS P. HAFFER, President
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Entire Agreement
11. This Agreement contains the entire agreement between the parties.
Effective Date
12. This Agreement shall become effective immediately upon execution by
CORPORATE and WWWC.
Execution of Agreement in Counterparts
13. This Agreement may be signed in counterparts, each of which will
represent acceptance and approval of the terms of this Agreement.
Governing Law
14. This Agreement is entered into, and shall be construed and
interpreted in accordance with the laws of the State of California.
Executed at San Francisco, California on May 25, 1999.
CORPORATE SOLUTIONS, L.L.C.
By: /s/
----------------------------------
DAVID E. RINKER, President
WORLD WIDE WIRELESS COMMUNICATONS, INC.
By: /s/
----------------------------------
DOUGLAS P. HAFFER, President
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