Letter Agreement Regarding Convertible Note and Registration Amendment between Wentworth LLC and ESAT, Inc.

Summary

Wentworth LLC and ESAT, Inc. confirm that ESAT received a $2,000,000 advance under a Private Equity Credit Agreement. ESAT agrees to issue a Convertible Note for this amount within five days, with terms matching the original agreement and secured by existing collateral. ESAT also commits to filing an amendment to the Registration Rights Agreement within fifteen days and to respond promptly to SEC comments. This letter formalizes these obligations between the parties.

EX-10.2 3 a68989ex10-2.txt EXHIBIT 10.2 1 EXHIBIT 10.2 WENTWORTH LLC Corporate Center West Bay Road Grand Cayman January 24, 2001 ESAT, INC. 16520 Harbor Boulevard, Bldg. G Fountain Valley, California 92708 Gentlemen: This will confirm our understanding as follows: On October 6, 2000, we advanced the sum of $2,000,000 within the framework of the Private Equity Credit Agreement between us. Within five (5) days from the date hereof, you agree to execute a Convertible Note for said sum with the conversion provisions to be correlative of the terms of the Private Equity Credit Agreement. The security provisions between us, and the collateral thereunder, shall cover your obligations under said Convertible Note. Notwithstanding anything to the contrary in the Registration Rights Agreement between us, you shall use your best efforts to cause to be filed, within fifteen (15) days from the date hereof, an amendment reflecting our recent transactions and will have your counsel diligently and promptly respond to any SEC comments thereon in order to accelerate the effective date of such amendment. If the above correctly sets forth our understanding, please sign and return one copy of this letter. Very truly yours, WENTWORTH LLC By: ------------------------------------ AGREED & ACCEPTED: ESAT, INC. By: ------------------------------------