EXHIBIT 10.1

Debt Conversion and Forgiveness  Agreement dated October 1, 2001,  between Imran
Husain and Converge Global, Inc.

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                    DEBT CONVERSION AND FORGIVENESS AGREEMENT

     THIS DEBT CONVERSION AGREEMENT ("Agreement"),  dated as of October 1, 2001,
is by and between CONVERGE  GLOBAL,  INC., a Utah  Corporation  ("Debtor"),  and
IMRAN HUSAIN, an individual ("Creditor") (collectively, the "Parties").

                               W I T N E S S E T H

     WHEREAS, Debtor owes Creditor for various debts incurred;

     WHEREAS,  Debtor  owns  shares of common  stock of EssTec,  Inc.,  a Nevada
corporation (the "Shares"); and

     WHEREAS,  Creditor is willing to accept  Shares as payment in full of debts
owing to it from Debtor upon the terms and conditions set forth herein.

     NOW  THEREFORE,  in  consideration  of the promises and  respective  mutual
agreements herein  contained,  it is agreed by and between the Parties hereto as
follows:

                                    ARTICLE 1
                              PAYMENT OF THE SHARES

     1.1  DEBTS OWING.  Debtor owes  Creditor a total of  $135,000.  The current
fair market  value of the Shares is $0.10 in the  judgment of the Debtor and the
Creditor.  Creditor hereby agrees to accept 918,514 Shares as payment of $91,851
of the debt and to  forgive  the  remaining  $43,149  in debt  being  carried on
Creditor's books from Debtor.  Upon execution of this Agreement (the "Closing"),
subject to the terms and  conditions  herein set forth,  and on the basis of the
representations,  warranties  and  agreements  herein  contained,  Debtor  shall
transfer to Creditor the Shares.

     1.2  INSTRUMENTS OF CONVEYANCE AND TRANSFER.  As soon as practicable  after
the Closing, Debtor shall deliver a certificate or certificates representing the
Shares of to Creditor  sufficient  to transfer all right,  title and interest in
the Shares to Creditor.  As Creditor is the original issuer of the Shares,  upon
transfer of the Shares from Debtor to Creditor,  the Shares shall be returned to
treasury of Creditor and, thus, shall become authorized but unissued Shares.

     1.3  CONSIDERATION  AND PAYMENT FOR THE SHARES.  In  consideration  for the
Shares,  Creditor shall credit the total sum of $135,000 to Debtor as payment in
full of past debts owing to Creditor from Debtor.

                                    ARTICLE 2
              REPRESENTATIONS AND COVENANTS OF DEBTOR AND CREDITOR

     2.1  Debtor hereby represents and warrants that:

          (a)  Debtor  shall  transfer  title,  in and to the Shares to Creditor
free and clear of all liens, security interests, pledges, encumbrances, charges,
restrictions,  demands and claims,  of any kind and nature  whatsoever,  whether
direct or indirect or contingent.

          (b)  As soon as  practicable  after the  Closing  Date,  Debtor  shall
deliver to  Creditor  a  certificate  or  certificates  representing  the Shares
subject  to  no  liens,  security  interests,  pledges,  encumbrances,  charges,
restrictions,  demands or claims in any other  party  whatsoever,  except as set
forth in the legend on the certificate, which legend shall provide as follows:

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     THE SHARES (OR OTHER  SECURITIES)  REPRESENTED BY THIS CERTIFICATE HAVE NOT
     BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933. THE SHARES MAY NOT BE
     SOLD OR  TRANSFERRED IN THE ABSENCE OF SUCH  REGISTRATION  OR AN OPINION OF
     COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

          (c)  Creditor   acknowledges   that  the  Shares  will   initially  be
"restricted  securities" (as such term is defined in Rule 144 promulgated  under
the  Securities  Act of 1933,  as amended  ("Rule  144"),  that the Shares  will
include the foregoing  restrictive legend, and, except as otherwise set forth in
this Agreement, that the Shares cannot be sold unless registered with the United
States Securities and Exchange  Commission  ("SEC") and qualified by appropriate
state  securities  regulators,  or unless Creditor  obtains written consent from
Debtor and  otherwise  complies  with an exemption  from such  registration  and
qualification (including, without limitation, compliance with Rule 144).

          (d)  Creditor  acknowledges  and  agrees  that  Debtor  makes no other
representations or warranties with respect to the Shares or the Debtor.

     2.2  Creditor represents and warrants to Debtor as follows:

          (a)  Creditor has adequate  means of providing  for current  needs and
contingencies,  has no need for liquidity in the investment, and is able to bear
the economic risk of an  investment in the Shares  offered by Debtor of the size
contemplated.  Creditor  represents  that  Creditor is able to bear the economic
risk of the  investment  and at the present time could afford a complete loss of
such  investment.  Creditor has had a full  opportunity to inspect the books and
records of the Debtor and to make any and all  inquiries of Debtor  officers and
directors  regarding  the  Debtor  and  its  business  as  Creditor  has  deemed
appropriate.

          (b)  Creditor is an  "Accredited  Investor" as defined in Regulation D
of the  Securities  Act of 1933 (the "Act") or  Creditor,  either  alone or with
Creditor's  professional  advisers  who are  unaffiliated  with,  have no equity
interest in and are not  compensated by Debtor or any affiliate or selling agent
of Debtor,  directly or indirectly,  has sufficient  knowledge and experience in
financial and business matters that Creditor is capable of evaluating the merits
and risks of an  investment  in the  Shares  offered  by Debtor and of making an
informed  investment  decision  with  respect  thereto  and has the  capacity to
protect  Creditor's  own  interests  in  connection  with  Creditor's   proposed
investment in the Shares.

          (c)  Creditor  is  acquiring  the  Shares  solely for  Creditor's  own
account as principal,  for  investment  purposes only and not with a view to the
resale or  distribution  thereof,  in whole or in part,  and no other  person or
entity has a direct or indirect beneficial interest in such Shares.

          (d)  As Creditor is the original  issuer of the Shares,  upon transfer
of the Shares from Debtor to Creditor,  the Shares shall be returned to treasury
of Creditor and, thus,  shall become  authorized  but unissued  shares of common
stock of Creditor.

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                                    ARTICLE 3
                                  MISCELLANEOUS

     3.1  ENTIRE  AGREEMENT.  This Agreement sets forth the entire agreement and
understanding   of  the  parties   hereto  with  respect  to  the   transactions
contemplated  hereby,  and supersedes  all prior  agreements,  arrangements  and
understandings related to the subject matter hereof. No understanding,  promise,
inducement,  statement  of  intention,  representation,  warranty,  covenant  or
condition, written or oral, express or implied, whether by statute or otherwise,
has been made by any party hereto which is not embodied in this Agreement or the
written statements,  certificates,  or other documents delivered pursuant hereto
or in connection with the transactions  contemplated hereby, and no party hereto
shall be bound by or liable for any alleged understanding,  promise, inducement,
statement, representation, warranty, covenant or condition not so set forth.

     3.2  NOTICES. Any notice, request,  instruction, or other document required
by the terms of this  Agreement,  or deemed by any of the  parties  hereto to be
desirable,  to be given to any other party  hereto shall be in writing and shall
be given by  facsimile,  personal  delivery,  overnight  delivery,  or mailed by
registered or certified mail, postage prepaid, with return receipt requested, to
the following addresses:

     To Debtor:         Converge Global, Inc.
     ---------          233 Wilshire Blvd., Suite 930B
                        Santa Monica, CA 90401
                        Fax: (310) 656-3055
                        Attn: Imran Husain, President

     To Creditor:       Imran Husain
     -----------        233 Wilshire Blvd., Suite 930B
                        Santa Monica, CA 90401
                        Fax: (310) 656-3055

     With Copy To:      SENN PALUMBO MEULEMANS, LLP
     ------------       18301 Von Karman Avenue, Suite 850
                        Irvine, CA 92612
                        Fax: (949) 251-1331
                        Attn: Lynne Bolduc, Esq.

The persons and  addresses set forth above may be changed from time to time by a
notice sent as aforesaid. If notice is given by facsimile, personal delivery, or
overnight  delivery in accordance  with the  provisions  of this  Section,  said
notice  shall be  conclusively  deemed  given at the time of such  delivery.  If
notice is given by mail in accordance with the provisions of this Section,  such
notice shall be  conclusively  deemed given seven days after deposit  thereof in
the United States mail.

     3.3  WAIVER AND AMENDMENT. Any term, provision,  covenant,  representation,
warranty or condition  of this  Agreement  may be waived,  but only by a written
instrument signed by the party entitled to the benefits thereof.  The failure or
delay of any party at any time or times to require  performance of any provision
hereof or to exercise its rights with respect to any  provision  hereof shall in
no manner operate as a waiver of or affect such party's right at a later time to
enforce the same. No waiver by any party of any  condition,  or of the breach of
any term,  provision,  covenant,  representation  or warranty  contained in this
Agreement, in any one or more instances, shall be deemed to be or construed as a
further or  continuing  waiver of any such  condition or breach or waiver of any
other  condition  or of the  breach  of any  other  term,  provision,  covenant,
representation or warranty. No modification or amendment of this Agreement shall
be valid and binding unless it be in writing and signed by all parties hereto.

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     3.4  CHOICE OF LAW. This Agreement and the rights of the parties  hereunder
shall be governed by and construed in  accordance  with the laws of the State of
California  including all matters of construction,  validity,  performance,  and
enforcement and without giving effect to the principles of conflict of laws.

     3.5  JURISDICTION.  The parties submit to the jurisdiction of the Courts of
the County of Orange,  State of California or a Federal Court  empanelled in the
State of California for the  resolution of all legal disputes  arising under the
terms of this  Agreement,  including,  but not  limited to,  enforcement  of any
arbitration award.

     3.6  COUNTERPARTS.   This   Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.

     3.7  ATTORNEYS' FEES.  Except as otherwise  provided  herein,  if a dispute
should arise between the parties including, but not limited to arbitration,  the
prevailing  party  shall  be  reimbursed  by the  non-prevailing  party  for all
reasonable  expenses  incurred in resolving such dispute,  including  reasonable
attorneys'  fees  exclusive  of such  amount  of  attorneys'  fees as shall be a
premium for result or for risk of loss under a contingency fee arrangement.

     3.8  TAXES.  Any income taxes  required to be paid in  connection  with the
payments  due  hereunder,  shall be borne by the  party  required  to make  such
payment.  Any  withholding  taxes  in the  nature  of a tax on  income  shall be
deducted from  payments  due, and the party  required to withhold such tax shall
furnish to the party receiving such payment all documentation necessary to prove
the proper  amount to  withhold  of such  taxes and to prove  payment to the tax
authority of such required withholding.

     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement,  as of
the date first written hereinabove.

Debtor

Converge Global, Inc.,
a Utah corporation

/s/ Imran Husain
---------------------------
By:  Imran Husain
Its: President

Creditor

Imran Husain, an individual

/s/ Imran Husain
---------------------------
Imran Husain

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