Consent Letter Agreement for Transfer of Win-Gate Shares between Gary D. Morgan and GNB Bank Panama, S.A.

Summary

This agreement is between Gary D. Morgan and GNB Bank Panama, S.A. Morgan requests and receives consent from GNB Bank to transfer 4,294,000 shares of Win-Gate Equity Group Inc. common stock to Tremaine Trading Company, Ltd., despite a previous agreement restricting such transfers for three years. All other terms of the original agreement remain unchanged. The letter also updates GNB Bank's address for future notices related to the loan agreement.

EX-10.24 3 0003.txt LETTER AGREEMENT BETWEEN MORGAN AND GNB September 27, 2000 GNB Bank Panama S.A. Edificio Banco Continental, Piso 30 Calle 50 y Aquilino de la Guardia Panama City, Republic of Panama Dear Sirs: I refer to a letter agreement ( the "Agreement") between us, dated February 29, 2000, in connection with the loan agreement in which you were the Lender, Win-Gate Equity Group Inc. ("Win-Gate") was the Borrower and Globaltron Communications Corporation was the Guarantor, with respect to certain transfer and voting matters. The Agreement provided, among other matters, that I would not transfer my shares in Win-Gate for three years. This letter is written to request your consent to my transfer of 4,294,000 shares of the common stock of Win-Gate now owned by me to Tremaine Trading Company, Ltd., an Isle of Man corporation. I recognize that your address has changed and that for purposes of the loan agreement dated as of February 29, 2000 all notices with be sent to the new address set forth above, c/o Mr. Camilo Verastegui. Except for your consent to the transfer of the portion of my shares in Win-Gate above set forth, the Agreement remains in full force and effect. Please so indicate your consent by signing and returning a copy of this Agreement to me. Sincerely yours, /s/ Gary D. Morgan ------------------ Gary D. Morgan AGREED AND ACCEPTED: GNB Bank Panama, S.A. By: /s/ Camilo Verastequi ----------------------- Camilo Verastequi General Manager