-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JXqUTWjuPeAxZGk/Vlj77eIFCT3i0CX1B8Dk7V+VMele8FopJyqlg/RpBTN5Y3/0 arVIeKVbFUaGDQrjpqH6xw== 0000912057-96-016244.txt : 19960806 0000912057-96-016244.hdr.sgml : 19960806 ACCESSION NUMBER: 0000912057-96-016244 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19960621 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960805 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEVADA ENERGY COMPANY INC CENTRAL INDEX KEY: 0000712803 STANDARD INDUSTRIAL CLASSIFICATION: STEAM & AIR CONDITIONING SUPPLY [4961] IRS NUMBER: 840897771 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14873 FILM NUMBER: 96604002 BUSINESS ADDRESS: STREET 1: 401 EAST FOURTH STREET CITY: RENO STATE: NV ZIP: 89512 BUSINESS PHONE: 7027867979 8-K 1 FORM 8K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 21, 1996 ------------------------------ NEVADA ENERGY COMPANY, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-14873 84-0897771 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 401 East Fourth Street, Reno, NV 89512 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (702) 786-7979 ---------------------------- - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) NEVADA ENERGY COMPANY, INC. INDEX ITEM NUMBER AND CAPTION PAGE NUMBER - ----------------------- ----------- Item 2. Acquisition of Assets. . . . . . . . . . . . . . . .1 Item 7. Financial Statements and Exhibits.. . . . . . . . . . . . . . . . . . . .1 i ITEM 2. ACQUISITION OF ASSETS. (a) The Company's wholly owned subsidiary, Central Communications Corporation ("CCC" - a Nevada corporation), completed the acquisition of all of the outstanding shares of Telecommunications Technologies, Inc. ("TTI" - an Oregon corporation) on June 21, 1996. Also acquired by CCC were the rights to provide telecommunications services as set forth in an agreement between InterNet Communications Services, Inc. ("ICS" - a Delaware corporation) and La Opinion Tarleta Telefonica Telecard, Inc. ("La Opinion" - a California corporation) dated July 19, 1995. The properties were acquired from Telecom (AE), a division of Wina Associates (an Isle of Mann corporation) in consideration of $500,000 in cash and 2,000,000 of the Company's Class A common shares valued at $1,500,000 to be issued. (b) TTI is engaged in the development, financing and operation of retail telecommunications centers in shopping centers and modular offices located in the Western United States. Each telecommunications center allows customers to make long-distance telephone calls, purchase telephone debit cards, send and receive telecopier transmissions and make funds transfers. The centers are popularly known as "La Caseta Telephonicas" and are oriented towards serving Spanish speaking clientele. The agreement between ICS and La Opinion permits La Opinion to sell telephone debit cards, on a non-exclusive basis, to be utilized through ICS's proprietary debit card switching services. La Opinion is a subsidiary of La Opinion Newspaper, a Spanish language newspaper with circulation of approximately 14,000 in the greater Los Angeles area. The debit cards are sold through locations which also distribute the La Opinion newspapers. The registrant intends to continue these activities. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) It is impracticable to provide the required financial statements for the acquired business at this time. The required financial statements will be filed by September 3, 1996. (b) No pro forma financial information is being filed with this Form 8-K. 1 (c) Exhibit (10-1) Stock Acquisition Agreement dated June 21, 1996, with Addendum is attached hereto. (d) Exhibit (10-2) Validation Processing Purchase Agreement Internet Provided Long Distance dated July 19, 1995 is attached hereto. (e) Exhibit (10-3) Assignment of Long Distance Services agreement dated March 29, 1996 is attached hereto. (f) Irrevocable letter of direction dated May 31, 1996 is attached hereto. (g) Assignment Agreement between the Company and CCC dated May 31, 1996 is attached hereto. (h) Assignment Agreement between TAE and CCC dated May 31, 1996 is attached hereto. (i) Assignment Agreement between TAE and CTC dated May 31, 1996 is attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NEVADA ENERGY COMPANY, INC. /s/ Jeffrey E. Antisdel ----------------------------------- Jeffrey E. Antisdel, President Date July 3, 1996 ------------------------------ 2 EX-10.1 2 EXHIBIT 10.1 Exhibit (10-1) STOCK ACQUISITION AGREEMENT THIS STOCK ACQUISITION AGREEMENT (the "Agreement") is entered into as of May 28, 1996 by and between TELECOM (AE), a Division of Wina Associates Limited, ("Seller") and Nevada Energy Company, Inc., ("NEC" or "Buyer"). RECITALS A. NEC desires to acquire all of the shares of Telecom Technologies, Inc., ("TTI") and certain contracts with La Opinion Newspaper ("La Opinion assets") pursuant to the transactions contemplated by this Agreement; and B. Seller is the owner of all of the share capital of TTI and the La Opinion assets; C. NEC desires to acquire the share capital of TTI and the La Opinion assets. 3 NOW THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, Seller and Buyer agree as follows: 1. RECITALS AND DEFINITIONS. a. The foregoing recitals are true and correct, and are incorporated herein and made a part hereof. b. For purposes of this Agreement, the terms set forth below shall have the following meanings: "Adverse Consequences" means all adverse charges, complaints, notices, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations, injunctions, damages, dues, penalties fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses and fees, including all attorneys' fees and court costs, in any court of quasi-judicial or administrative agency of any federal, state, local or foreign jurisdiction or before an arbitrator. "Affiliate" has the meaning thereof set forth in the regulations promulgated under the Securities Exchange Act. "Basis" means any past or present fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that forms or could form the basis for any specified consequence. "Closing" has the meaning set forth in 2(b) below. "Closing date" has the meaning set forth in 2(b) below. "Financial Statements" has the meaning set forth in 3(f) below. "GAAP" means United States generally accepted accounting principles as in effect from time to time. "Knowledge" means actual knowledge after reasonable investigation. "Law(s)" shall mean any statute, regulation, rule judgment, ordinance, order, decree, stipulation, injunction, charge, or other restrictions of any federal, state or local government, governmental agency, court, or the NASDAQ Small-Cap Market. "Liability" means any liability (whether known or unknown, whether absolute or 4 contingent, whether liquidated or unliquidated, and whether due or to become due), including any liability for taxes. "Material Adverse Effect" means an adverse effect of $50,000 or more upon the business, operations, properties, assets or condition (financial or otherwise) of TTI or the La Opinion assets except as otherwise specifically provided in this Agreement. In determining whether any individual event would result in a Material Adverse Effect, notwithstanding that such event does not of itself have such effect, a Material adverse Effect shall be deemed to have occurred if the cumulative effect of such event and all other then existing events would result in an adverse effect of $ 100,000 or more upon the business, operations, properties, assets or condition (financial or otherwise), of TTI or La Opinion, except as otherwise specifically provided in this Agreement. "Most Recent Balance Sheet" means the balance sheet contained within the Most Recent Financial Statements. "Most Recent Financial Statements" has the meaning set forth in 3 (f) below. "Most Recent Fiscal Year End" has the meaning set forth in 3(f) below. "Ordinary Course of Business" means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency). "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended. "Securities Exchange Act" means the Securities Exchange Act of 1934. "Security Interest" means any mortgage, pledge, security interest, encumbrance, charge or other lien, other than (a) construction, mechanic's, materialmen's, and similar liens, (b) liens for Taxes not yet due and payable, (c) liens arising under worker's compensation, unemployment insurance, social security, retirement and similar legislation (d) liens arising in connection with sales of foreign receivables (e) purchase money liens and liens securing rental payments under capital lease arrangement, and (f) other liens arising in the Ordinary Court of Business and not incurred in connection with the borrowing of money. 2. BASIC TRANSACTION. a. DELIVERIES. Buyer shall deliver 2,000,000 shares of its restricted Class A common stock valued in the amount of $1,500,000 utilizing the value at the 5 close of the NASDAQ market on June 21, 1996 and $500,000 in cash to Seller and Seller shall deliver certificates representing all of the shares of TTI and the La Opinion Contract. b. THE CLOSING. The closing of the transactions contemplated by this Agreement (the "Closing") which shall take place at the offices of NEC, commencing at 10:00 a.m. local time is to be June 21, 1996 unless changed, by written agreement of Buyer and Seller (the "Closing Date"). c. INVESTIGATION PERIOD. Buyer shall perform, at its sole cost and expense, such due diligence investigation as it deems necessary or desirable in its sole discretion, so long as such investigation does not interfere with the normal business operations of the Seller. Seller shall allow Buyer access to all information and sites pertaining to Seller and TTI's business that buyer deems necessary to perform its due diligence investigation. During the Investigation Period, Seller and NEC shall provide copies of all documents in their possession or subject to their control relation to Seller and TTI's business that is requested by Buyer and in the control of Seller or TTI. Buyer shall have access to, and Seller and TTI shall provide copies of, all books and records of TTI and La Opinion relating to their business. Seller and TTI shall use their best efforts to make available to Buyer their managers and personnel and outside consultants with respect to the planning, development and operation of Seller and TTI and the La Opinion business. All information provided by Seller to Buyer during the Investigation Period shall beheld in strict confidence by Buyer. Buyer shall treat the information with respect as to Seller as proprietary and shall protect such information in the same manner as it protects its own proprietary information. Furthermore, Buyer shall limit access to such information concerning Seller to its management personnel; its consultants; and its legal counsel. Buyer shall not, any time or in any manner, either directly or indirectly, divulge, disclose or communicate to any third person any information received pursuant to this Agreement concerning any matters affecting or relating to the business of Seller, including, without limitation, the generality of the foregoing, any of its customers or any other information concerning the business of Seller, its manners of operation, its plans, its processes, or its other data, without regard to whether any or all of the foregoing shall be deemed confidential, material or important, Buyer agrees that any and all of the foregoing shall be deemed confidential, material or important. Buyer agrees that any and all of the foregoing information is important, material and confidential and gravely affects the effective and successful conduct of the business of Seller. If this Agreement is terminated for whatever reason, the provisions of this paragraph shall survive the termination of this Agreement and shall continue forever. Buyer shall, upon such termination, return or cause to be returned all copies of documents and other information provided to it, its consultants, or its legal counsel pursuant to this Agreement and shall destroy any additional photocopies of 6 such documents or information that any of them may have made. The Buyer in its sole and absolute discretion, shall have the right to cancel this Agreement upon written notice at any time during the Investigation Period because of information that it obtained during the Investigation Period. If Buyer terminated this Agreement in such manner, this Agreement shall be of no further force and effect and all rights and obligations of the parties hereto shall terminate without liability to any party. 3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer that the statements contained in this Paragraph 3 are correct and complete as of the date of this Agreement, will remain correct and complete from the date of this Agreement until the Closing Date and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Paragraph 3. a. ORGANIZATION OF SELLER. Seller is a company duly organized, validly existing and in good standing under the Laws of the Isle of Man and is in good standing and qualified to do business under the laws of each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification. Seller has full power and authority to carry on the business in which it is engaged and to own and use the properties owned, leased and used by it. b. AUTHORIZATION OF TRANSACTION. Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable in accordance with its terms and conditions, subject to the effect of (I) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity. c. NONCONTRAVENTION. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (i) violate any Law to which Seller is subject or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice of any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument or indebtedness, Security Interest, or other arrangement to which Seller is a party of by which it is bound or to which any of its assets is subject, or result in the imposition of any Security Interest upon any of its assets. Seller need not give any notice to, make any filing with, or obtain any authorization, consent or approval of any government or governmental agency to 7 consummate the transactions contemplated by this Agreement, and the Assets described in Exhibit "A" attached hereto are free and clear of any lien, encumbrance or Security Interest whatsoever. d. TITLE TO ASSETS. Seller has good and marketable title to the shares and assets as described in Exhibit "A". e. BROKERS' OR CONTINGENCY FEES. Seller has no Liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement, except as specifically agreed to in writing, between the parties. f. DISCLOSURE. The representations and warranties contained in this Paragraph 3. do not contain any untrue statements of a material fact or omit to state any material fact necessary in order to make the statements and information contained in this Paragraph 3. not misleading. g. EMPLOYEES. Seller represents and warrants that each of its employees are "at will" employees. 4. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to Seller that the statements contained in this Paragraph 4. are correct and complete as of the date of this Agreement, will remain correct and complete from the date of this Agreement until the Closing Date and will be correct and complete as of the Closing Date (as though made then) and as though the Closing Date were substituted for the date of this Agreement throughout Paragraph 4. a. ORGANIZATION OF BUYER. Buyer is a public company duly organized, validly existing, and in good standing under the Laws of the State of Delaware and traded on the NASDAQ Small Cap market. b. AUTHORIZATION OF TRANSACTION. Buyer has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of Buyer enforceable in accordance with its terms and conditions, subject to the effect of (I) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity. c. NONCONTRAVENTION. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (I) 8 violate any Law to which Buyer is subject or any provision of its Bylaws or charter; or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice of any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument or indebtedness, Security Interest, or other arrangement to which Buyer is a party of by which it is bound or to which any of its assets is subject, or result in the imposition of any Security Interest upon any of its assets. Buyer need not give any notice to, make any filing with, or obtain any authorization, consent or approval of any government or governmental agency to consummate the transactions contemplated by this Agreement. 5. PRE-CLOSING COVENANTS. Seller and Buyer agree as follows with respect to the period between the execution of this Agreement and the Closing: a. GENERAL. Seller and Buyer will each use its best efforts to take all actions and to do all things necessary, proper, or advisable to consummate and make effective the transactions contemplated by this Agreement (including satisfying the closing conditions set forth in Paragraph 7. below). b. FULL ACCESS. Seller will permit representatives of Buyer to have full access at all reasonable times, and in a manner so as not to interfere with normal business operations of Seller, to all premises, properties, books, records, contracts, tax records, and documents of Seller and TTI. c. NOTICE OF DEVELOPMENTS. Seller will give prompt written notice to Buyer of any material developments affecting the assets, liabilities, business, financial condition, operations, results of operations or future prospects of Seller and TTI. Seller and Buyer will each give prompt written notice to the other of any material development affecting the ability of Seller or Buyer to consummate the transactions contemplated by this Agreement. No disclosure by either of Seller or Buyer pursuant to this Paragraph 5 (c), however, shall be deemed to cure any misrepresentation, breach of warranty, or breach of covenant. 6. CONDITIONS TO OBLIGATION TO CLOSE. a) CONDITIONS TO OBLIGATION OF BUYER. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) The representations and warranties set forth in Paragraph 3 above 9 shall be true and correct in all material respects at and as of the Closing Date; (ii) Seller shall have performed and completed with all of its covenants hereunder in all material respects through the Closing; (iii) The Directors of Seller shall have approved the transactions contemplated by this Agreement; (iv) All actions to be taken by Seller in connection with consummation of the transactions contemplated hereby and all certifications, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Buyer including without limitation a favorable opinion from counsel for Seller covering the proper execution and the binding nature of this agreement and any related agreements.. Buyer may waive any condition specified in this Paragraph 6 (a) if it executes a writing so stating at or prior to the Closing. (b) CONDITIONS TO OBLIGATIONS OF SELLER. The obligation of Seller to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (i) The representations and warranties set forth in Paragraph 4 above shall be true and correct in all material respects at and as of the Closing date; (ii) Buyer shall have performed and complied with all of its covenants hereunder in all material respects through the Closing; (iii) The Board of Directors of Buyer shall have approved the transactions contemplated by this Agreement; (iv) All actions to be taken by Buyer in connection with consummation of the transactions contemplated hereby and all instruments and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in forms and substance to Seller. Seller may waive any condition specified in this Paragraph 6 (b) if it executes a writing so stating at or prior to the Closing. 10 7. TERMINATION. a. TERMINATION OF AGREEMENT. This Agreement may be terminated as provided below: (i) Seller and Buyer may terminate this Agreement by mutual written consent at any time prior to the Closing; (ii) Buyer may terminate this Agreement by giving written notice to Seller at any time prior to the Closing if Seller is in breach of any material representation, warranty, or covenant contained in this Agreement in any material respect and Seller may terminate this Agreement by giving written notice to Buyer at any time prior to the Closing if Buyer is in breach of any material representation, warranty, or covenant contained in this Agreement; (iii) Buyer may terminate this Agreement by giving written notice to Seller before 5:00 P.M. EDT on May 27, 1996 if Buyer is not satisfied with the results of its due diligence investigation. (iv) Buyer may terminate this Agreement by giving written notice to Seller at any time prior to the Closing if the Closing shall not have occurred on or before June 21, 1996 by reason of the failure of any condition precedent under Paragraph 7(a) hereof (unless the failure results primarily from Buyer itself breaching any representation, warranty, or covenant contained in this Agreement);or b. EFFECT OF TERMINATION. If this Agreement is terminated pursuant to Paragraph 8 (a) above, all obligations hereunder of the parties hereto shall terminate without any Liability of any party to any other party (except for any Liability of any party then in breach). 8. INDEMNIFICATION. a. Seller, hereby indemnifies and hold harmless Buyer and Buyer's officers, directors, shareholders, employees and agents in respect to any and all Adverse Consequences incurred by Buyer in connection with each and all of the 11 following: (i) Any misrepresentation or breach of any representation or warranty made by Seller in this Agreement or delivered to Buyer by Seller or any officer of Seller in connection with the transactions contemplated hereby; (ii) The breach of any covenant, agreement or obligation of Seller contained in this Agreement or any other instrument specifically contemplated by this Agreement; (iii) Any misrepresentation contained in any statement in writing or certificate furnished by an officer of Seller pursuant to this Agreement or in connection with the transactions contemplated by this Agreement; b. Buyer hereby indemnifies and holds harmless Seller and seller's employees and agents in respect of any and all Adverse Consequences incurred by Seller in connection with each and all of the following: (i) Any misrepresentation or breach of any representation or warranty made by Buyer in this Agreement or delivered to Seller by Buyer or any officer of Buyer in connection with the transactions contemplated hereby; (ii) The breach of any covenant, agreement, or obligation of Buyer contained in this Agreement or any other instrument specifically contemplated by this Agreement; (iii) Any misrepresentation contained in any statement in writing or certificate furnished by Buyer pursuant to this Agreement or in connection with the transactions contemplated by this Agreement. c. Whenever any claims shall arise for indemnification hereunder, the party seeking indemnification ("Indemnitee") shall promptly notify the other party ("Indemnitor") of the claim and, when known, the facts constituting the basis for such claim. If any claim of indemnification hereunder results from or is in connection with any claim or Adverse Consequence by a person who is not a party to this Agreement ("Third Party Claim:), such notice shall also specify, if known, the amount or 12 an estimate of the amount of the liability arising therefrom. The Indemnitee shall give the other party prompt notice of any such claim and the Indemnitor shall undertake the defense thereof by representatives of its own choosing, reasonably satisfactory to the Indemnitee, at the expense of the Indemnitor. The Indemnitee shall have the right to participate in any such defense of a Third-Party Claim with advisory counsel of its own choosing, at its own expense. If Indemnitor, within a reasonable period of time after notice of any such Third-Party Claim fails to defend, the Indemnitee or any subsidiary or affiliate of the Indemnitee shall have the right to undertake the defense, compromise or settlement of such Third-Party Claim on behalf of, and for the account of, Indemnitor, at the expense and risk of Indemnitor. Indemnitor shall not, without the Indemnitee's written consent, settle or compromise any such Third-Party Claim or consent to entry of any judgment that does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to Indemnitee of an unconditional release from all liability in respect to such Third-Party Claim. Notwithstanding any provision herein to the contrary, failure of Indemnitee to give any notice required by this section shall not constitute a waiver of Indemnitee's right to indemnification or a defense to any claim by Indemnitee hereunder, except to the extent that the Indemnitor has been prejudiced thereby. 13 d. All indemnification thereunder shall be effected upon demand by payment of cash or delivery of a cashier's check in the amount of the indemnification liability. e. The indemnities contained herein shall survive the Closing and any investigation made in connection with the transactions contemplated by this Agreement. 9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All of the representations and warranties of the respective parties contained in this Agreement shall survive the Closing. 10. MISCELLANEOUS. a. NOTICES. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered in person or sent by overnight delivery, confirmed telecopy or prepaid first class registered or certified mail, return receipt requested, to the following addresses, or such other addresses as are given to the other parties to this Agreement in the manner set forth herein: (i) If to Seller, to: TELECOM (AE), a Division of Wina Associates Limited, c/o Wilson, Elser, Moskowitz, Edelman & Dicker 3800 International Place 100 S.E. Second Street Miami, Florida 33131 Attention: James M. Kaplan, esq. Telephone: (305) 374-4400 Facsimile: (305) 579-0261 (ii) If to Buyer, to: Nevada Energy Company, Inc. 401 East Fourth Street Reno, Nevada, 89512 Attention: Mr. Jeffrey Antisdel, President and CEO Telephone: (702) 786-7979 14 Facsimile: (702) 786-7989 Any such notices shall be effective when delivered in person or sent by telecopy, one business day after being sent by overnight delivery or three business days after being by registered or certified mail, Any of the foregoing addresses may be changed by giving notice of such change in the foregoing manner, except that notice for changes of address shall be effective only upon receipt. b. FURTHER ASSURANCES. At any time, and from time to time, each party will execute such additional instruments and take such action as may be reasonably requested by the other party to confirm or perfect title to any property transferred hereunder or otherwise to carry out the intent and purposes of this Agreement. c. COSTS AND EXPENSES. Each party hereto agrees to pay its own cots and expenses, including legal, accounting, consultant, and adviser fees, incurred in negotiating this Agreement and consummating the transactions described herein. d. TIME. Time is of the essence. e. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. It supersedes all prior negotiations, letters and understandings relating to the subject matter hereof. f. AMENDMENT. This Agreement may not be amended, supplemented or modified in whole or in part except by an instrument in writing signed by the party or parties against whom enforcement of any such amendment, supplement or modification is sought. g. ASSIGNMENT. Buyer may assign this Agreement to an affiliated entity or nominee. Except for the foregoing, this Agreement may not be assigned by any party hereto without the prior written consent of the other party. h. CHOICE OF LAW. This Agreement will be interpreted, construed and enforced in accordance with the laws of the State of Nevada, without regard to conflicts of law, subject to Rules of 15 Binding Arbitration. i. HEADINGS. The section and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. j. PRONOUNS. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the context may require. k. NUMBER AND GENDER. Words used in this Agreement, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context indicates is appropriate. l. CONSTRUCTION. The parties hereto and their respective legal counsel participated in the preparation of this Agreement; therefore, this Agreement shall be construed neither against nor in favor of any of the parties hereto, but rather in accordance with the fair meaning thereof. m. EFFECT OF WAVIER. The failure of any party at any time or times to require performance of any provision of this Agreement will in no manner affect the right to enforce the same. The waiver by any party of any breach of any provision of this Agreement will not be construed to be a waiver by any such party of any succeeding breach of that provision or a waiver by such party of any breach of any other provision. ` n. SEVERABILITY. The invalidity, illegality or unenforcability of any provision of this Agreement, which will remain in full force and effect, nor will the invalidity, illegality or unenforcability of a portion of any provision of this Agreement affect the balance of such provision. In the event that any one or more of the provisions contained in this Agreement or any portion thereof shall for any reason be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein. o. ENFORCEMENT. Should it become necessary for any party to 16 institute legal action to enforce the terms and conditions of this Agreement, the successful party will be awarded reasonable attorney fees at all trial and appellate levels, expenses and costs. Any arbitration, action or proceeding with respect to this Agreement shall be brought in the courts of Washoe County in the State of Nevada or in the Second District Court for Nevada. The parties hereto hereby accept the exclusive jurisdiction of those courts for the purpose of any arbitration, action or proceeding. Venue for any such action, in addition to any other venue permitted by statute, will be Washoe County, Nevada. The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any objection that any of them may now or hereafter have to the laying of venue of any arbitration, action or proceeding arising out of or relating to this Agreement or any judgment entered by any court in respect thereof brought in Nevada, and hereby further irrevocably waive any claim that any suit, action or proceeding brought in Washoe County, Nevada, has been brought in an inconvenient forum. p. BINDING NATURE. This Agreement will be binding upon and will enure to the benefit of any successor or successors of the parties hereto. q. NO THIRD-PARTY BENEFICIARIES. No person shall be deemed to possess any third-party beneficiary right pursuant to this Agreement (except with respect to Paragraph 10). It is the intent of the parties hereto that no direct benefit to any third party is intended or implied by the execution of this Agreement. r. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the date first above written. TELECOM (AE), A DIVISION OF WINA ASSOCIATES LIMITED 17 By: /s/ SIR QUENTIN CHARLES AGNEW-SOMERVILLE --------------------------------------------------- Sir Quentin Charles Agnew-Somerville, Director NEVADA ENERGY COMPANY, INC. By: /s/ JEFFREY ANTISDEL -------------------------------------------------- Jeffrey Antisdel, President 18 EXHIBIT "A" ASSET DESCRIPTION 1. TELECOM TECHNOLOGIES INC. ("TTI") All issued and outstanding of TTI. TTI is the owner of twenty long distance caseta accounts together with twenty Letters of Agency, among other assets. 2. LA OPINION DEBIT CARD AGREEMENT Validation Processing Purchase Agreement, Internet Provided Long Distance Agreement between La Opinion Tarleta Telefonica Telecard Inc. ("La Opinion") and Internet Communications Services, Inc. ("Internet") executed July 19, 1995 in the form attached hereto as Schedule "A" and assigned by Internet to Consolidated Telecom Corporation ("CTC") and assigned by CTC to Telecom (A.E.) a division of Wina Associates Limited. 19 ADDENDUM TO STOCK ACQUISITION AGREEMENT THIS ADDENDUM TO STOCK ACQUISITION AGREEMENT made as of the 28th day of May, 1996 BETWEEN: TELECOM (AE), A DIVISION OF WINA ASSOCIATES LIMITED, a company incorporated under the laws of Isle of Man and having an address at 2 Water Street, Ramsey, Isle of Man, British Isles (hereinafter called the "TAE") AND: NEVADA ENERGY COMPANY, INC, a company incorporated under the laws of Delaware and having an address at 401 East Fourth Street, Reno, Nevada, 89512 (hereinafter called the "NEC") WHEREAS: A. TAE and NEC have entered into a Stock Acquisition Agreement (the "Sale Agreement") under which NEC will acquire all the issued stock of Telecom Technologies, Inc. and certain contracts of La Opinion Newspaper in consideration for the issuance by NEC to TAE of 2,000,000 shares of Class A common stock of NEC (the "Shares"). B. TAE desires to acquire the Shares from the NEC and NEC agrees to issue the Shares in reliance upon the transaction exemption afforded by Regulation S ("Regulation S"), under the Securities Act of 1933, as amended ("1933 Act") and in accordance with the terms and conditions of this Agreement; 20 NOW THEREFORE in consideration of the premises and mutual covenants and agreements of the parties contained herein, the parties, intending to be legally bound hereby, agree as follows: 1. SALE OF SHARES: NEC shall sell, transfer and deliver to TAE, effective on the date of this Agreement, the Shares, and TAE shall purchase and receive the Shares from NEC, in consideration of the sale and transfer by TAE to NEC of all the issued stock of Telecom Technologies, Inc and certain contracts with La Opinion Newspaper as set out in the Sale Agreement. 2. CLOSING: This transaction shall be closed pursuant to the terms and conditions set out in the Sale Agreement and in this Agreement. The date of this Agreement is herein called the "Closing Date". The actions outlined in Section 3, which are to take place on the Closing Date are herein called the "Closing". 3. CLOSING: At Closing, the parties shall do the following: 3.1 TRANSFER OF SHARES: NEC shall sell, transfer, assign, and deliver to TAE, the Shares, all of which are issued and outstanding as of the Closing Date, upon the terms and subject to the conditions set forth in this Agreement and the Sale Agreement. Upon TAE's execution of this Agreement and the Sale Agreement NEC shall deliver to TAE, free and clear of all claims and encumbrances, certificate(s) for the Shares which the NEC is selling, registered in the name of TAE in fully negotiable form subject to any restrictions imposed under Regulation S under the 1933 ACT; 4. 1933 ACT AND HOLDING PERIOD: TAE covenants and agrees with NEC as follows : 4.1 That the offer to sell by NEC to TAE was not made while TAE, or any of its officers and directors were in the United States; 4.2 TAE is not a U.S. person as that term is defined under Regulation S; 4.3 At the time the buy order was originated, TAE was outside the United States and is outside of the United States as of the date of the execution and delivery of this Agreement; 4.4 TAE is purchasing the Shares for its own account and not on behalf of any U.S. person, and the sale has not been pre-arranged 21 with a purchaser in the United States; 4.5 Each distributor participating in the offering of the Shares, if any, has agreed in writing that all offers and sales of the Shares prior to the expiration of a period commencing on the Closing Date and ending 40 days thereafter shall only be made in compliance Regulation S, pursuant to registration of Shares under the 1933 Act or pursuant to an exemption from registration; 4.6 TAE represents and warrants and hereby agrees that all offers and sales of the Shares prior to the expiration of a period commencing on the Closing Date and ending 40 days thereafter shall only be made in compliance with Regulation S, pursuant to registration of securities under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the expiration of the 40 day period shall be made only pursuant to such a registration or to such exemption from registration; 4.7 All offering documents received by TAE include statements to the effect that the Shares have not been registered under the Securities Act of 1933 and may not be offered to or sold in the United States or to U.S. persons unless the Shares are registered under the Securities Act of 1933 or an exemption from the registration requirements is available; 4.8 TAE acknowledges that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the Shares, including the total loss of its investment; 4.9 TAE understands that the Shares are being offered and sold to it in reliance on specific exemption from the registration requirements of Federal and state securities laws and that NEC is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of TAE set forth herein in order to determine the applicability of such exemptions and the suitability of TAE to acquire the Shares; 4.10 CURRENT PUBLIC INFORMATION: TAE acknowledges that TAE has been furnished with or has acquired copies of the NEC's most recent Annual Report on the Form 10K filed with the Securities and Exchange Commission and the Forms 10Q and 8K filed thereafter (collectively, the "SEC Filings"), and other publicly available documents; 22 4.11 NO GOVERNMENT RECOMMENDATION OR APPROVAL: TAE understands that no Federal or state agency has passed on or made any recommendation or endorsement of the Shares. 4.12 WARRANTIES: None of TAE's or TTI's shareholders are an affiliate, related party, or control personnel NEC as defined in the 1933 Act, or the Exchange Act. 5. NEC'S REPRESENTATIONS: NEC represents the following: 5.1 REPORTING COMPANY STATUS: NEC is a reporting issuer as defined by Rule 902 of Regulation S. The NEC represents that it is in full compliance, to the extent applicable, with all reporting obligations under either Section 12(b), 12(g), or 15(d) of the Securities Exchange Act of 1934 as amended (the "Exchange Act"). The COMPANY has registered its common stock pursuant to Section 12 of the Exchange Act and the common stock trades on the NASDAQ; 5.2 OFFSHORE TRANSACTIONS: (i) NEC has not offered the Shares to any person in the United States or to any U.S. person as that term is defined in Regulation S; (ii) At the time the buy order was originated, NEC and any person acting on its behalf believed that TAE was outside of the United States and was not a U.S. person and NEC continues to so believe; (iii) NEC and any person acting on its behalf reasonably believe that the transaction has not been pre-arranged with a buyer in the United States; 5.3 NO DIRECTED SELLING EFFORTS: In regard to this transaction, NEC has not conducted any "directed selling efforts" as that term is defined in Rule 902 of Regulation S, nor has NEC conducted any general solicitation relating to the offer and sale of the Shares to persons resident within the United States or elsewhere. 6. RESTRICTION ON TRANSFERS: The transaction restriction in connection with this offshore offer and sale restricts TAE from offering and selling to U.S. persons or for the account or benefit of a U.S. person. 23 7. The Shares have not been registered under the 1933 Act or under any applicable federal or state securities laws and may not be offered or sold in the United States or to U.S. persons unless the Shares are registered under the 1933 Act and state securities laws or an exemption from the 1993 Act and state securities laws is available. 8. EXEMPTION RELIANCE ON REPRESENTATIONS: TAE understands that: (a) the offer and sale of the Shares is not being registered under the 1993 Act; (b) NEC is relying on the rule governing offers and sales made outside the United States pursuant to Regulation S; and (c) Rules 901 through 904 of Regulation S govern this transaction. 9. REMOVAL OF LEGEND: At any time after the expiration of 40 days from the date of this Agreement, TAE may demand from NEC that NEC cause its transfer agent to issue one or more share certificates representing the Shares with no restrictive legend attached thereto in the name of TAE pursuant to Regulation S in exchange for the Shares represented by the share certificate(s) issued pursuant to this Agreement. Upon making the demand, TAE shall deliver the share certificate(s) issued pursuant to this Agreement to NEC's transfer agent together with the opinion of TAE's U.S. attorney or counsel that the sale of the Shares complies with the applicable provisions of Regulation S as is required to remove the restrictive legend, and shall deliver by fax or facsimile transmission a copy of each such share certificate(s) and opinion to NEC, and if required, NEC shall forthwith cause its counsel to provide an opinion to NEC's transfer agent that the sale complies with Regulation S, and NEC shall do and perform or cause its transfer agent to do or perform any other matters or things as may be required to remove the restrictive legend. 10. COVENANTS OF TAE: TAE hereby covenants as follows: 10.01 CORPORATION ACTION: TAE shall duly take all action, corporate or otherwise, necessary or appropriate to authorize the execution and delivery of this Agreement and the consummation of the transaction contemplated hereby; 10.02 IMPAIRMENT - REPRESENTATIONS AND WARRANTIES: TAE shall not take any action or fail to take any action without the prior written approval of NEC which would or might cause any representation or warranty of NEC 24 made herein not to be true on the Closing Date, or impair the NEC's ability to carry out its obligations under this Agreement. 11. BROKERAGE FEES: Except as disclosed in a writing from NEC to TAE, TAE and NEC each represents and warrants that no broker, finder or intermediary is entitled to receive any brokerage or similar type of commission or payment payable by any other, and each will hold the others harmless from and in respect of any claim for brokerage or similar type of commission or payment. 12. TERMINATION OF AGREEMENT: This Agreement and the transaction contemplated hereby may be terminated by TAE or NEC without liability of any kind to TAE or NEC by written instrument, signed by TAE or NEC and delivered at any time on or prior to the Closing Date, giving notice of termination, if: (a) There has been a material misrepresentation or material breach of warranty on the part of TAE or NEC in the representations and warranties set forth herein or any Exhibit hereto or in any certificate delivered pursuant hereto, or TAE, or NEC shall have failed to perform or comply with, in any material respect, any covenant, agreement or condition to be performed or complied with by either of them prior to or at Closing due to the nonfulfillment of any condition set forth herein; (b) In the reasonable judgment of TAE, the transactions contemplated by the Agreement have become inadvisable or impracticable by reasons of (i) the enactment of new Federal, state or local legislation since the date of this Agreement, or (ii) the announcement or the institution by Federal state or local authorities of an investigation of or litigation or proceedings against the NEC which may have a material and adverse effect on NEC, or the transactions contemplated hereby, or (iii) the institution since the date of this Agreement by any other person, corporation or entity of litigation or proceedings against or in regard to NEC, which may have a material and adverse effect upon the authority or ability of NEC to consummate the transactions contemplated hereby; or (c) The business, assets, result of operations, financial condition or future prospects of NEC have been significantly and adversely affected by reason of changes or developments in operations, other than in the ordinary course of business, since the filings of NEC's most recent Form 10K. 25 13. EFFECT OF TERMINATION: In the event that this Agreement shall be terminated in accordance with the provisions of the Agreement, then all further obligations of TAE and NEC under this Agreement shall terminate without further liability of any one party to the others. 14. EXPENSES: All legal, accounting and other costs and fees incurred by TAE or NEC in connection with the transactions contemplated by this Agreement shall be borne and paid for by the party incurring the same. 15. MISCELLANEOUS PROVISIONS: 15.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS: The respective representations, warranties, covenants and agreements made in this Agreement by TAE and NEC shall survive the Closing. The respective representations and warranties of each party contained herein or in any certificates delivered pursuant hereto shall not be deemed to be waived or otherwise affected by an investigation or audit made by any other party or by any action taken by any other party at the request of any other party hereto; 15.2 ASSIGNMENT: Neither this Agreement nor any rights or obligations hereunder may be assigned by TAE or NEC in whole or part, without the prior written consent of the other; 15.3 NOTICES: Any notice, request, instruction or other document or communication required or permitted to be given shall be deemed to be given upon delivery in person or upon being deposited in the mail, postage prepaid, for mailing by certified or registered mail, as follows: If to NEC, delivered or mailed to: NEVADA ENERGY COMPANY, INC 410 East Fourth Street Reno, Nevada, 89512 Attention: Jeffrey Antisdel Fax: 702-786-7989 If to TAE, delivered or mailed to: TELECOM (AE) Skye Suite, Mollfort House 2 Water Street Ramsey, Isle of Man, British Isles 26 Attention: Susan Prince Fax: 44-1624-816-645 With courtesy copy to: Roderick H. McCloy, Barrister and Solicitor Jones McCloy Peterson, Affiliated Law Practices 1700 - 595 Burrard Street, Vancouver, British Columbia Fax: 604-682-7329 15.4 SECTION HEADINGS: Section headings are for convenience only and shall not limit or otherwise affect any of the provisions of this Agreement; 15.5 ENTIRE AGREEMENT: This Agreement and any Exhibit hereto constitute the entire agreement and understanding of the parties hereto with respect to the matters herein set forth, and all prior negotiations, writings and understandings relating to the subject matter of this Agreement are merged herein and are superseded and canceled by this Agreement; 15.6 WAIVERS - AMENDMENTS: Any of the terms or conditions of this Agreement may be waived, but only in writing by the party which is entitled to the benefit thereof, and this Agreement may be amended, or modified in whole, or in part only by an agreement in writing, executed by all the parties to this Agreement; 15.7 BINDING NATURE OF THE AGREEMENT: This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective, successors and permitted assigns. As used herein, any reference to the masculine, feminine or neuter gender shall include all genders, the plural shall include the singular, and the singular shall include the plural; 15.8 GOVERNING LAW: This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada without regard to conflicts of law; 15.9 COUNTERPARTS: This Agreement may be executed by facsimile and in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 27 16. ACKNOWLEDGMENT OF TAE: TAE acknowledges that based on the representations of TAE, NEC will be relying on the rules governing offers and sales made outside the United States pursuant to Regulation S, rather than either relying on some other exemption from the requirements contained in the 1933 Act or registering the Shares pursuant to the provisions of the 1993 Act. TAE: TELECOM (AE), A DIVISION OF WINA ASSOCIATES LIMITED /s/ SIR QUENTIN AGNEW-SOMERVILLE ---------------------------------------- By: Sir Quentin Agnew-Somerville, Director NEC: NEVADA ENERGY COMPANY, INC. /s/ JEFFREY ANTISDEL ---------------------------------------- By: Jeffrey Antisdel, President EX-10.2 3 EXHIBIT 10.2 Exhibit (10-2) EXHIBIT A VALIDATION PROCESSING PURCHASE AGREEMENT INTERNET PROVIDED LONG DISTANCE This Agreement made this __ day of _ 1995 by and between Internet Communications Services, Inc., a Delaware corporation (hereinafter "Internet") with an office at 183 East Main, Suite 750, Rochester, New York, USA 14604 and La Opinion Tarleta Telefonica Telecard, Inc., a California corporation, sometimes referred to as "La Opinion" (hereinafter "Reseller"), with its principal offices at 411 West Fifth Street, Los Angeles, California 90013. WHEREAS, "Internet" supplies telecommunications services; WHEREAS, "Reseller" desires to purchase such services from Internet; WHEREAS, Internet will provide Service to Reseller (generate PIN and group numbers) pursuant to short form service Agreements referred to as Confidential Service Orders ("CSO"), in the form attached hereto, which shall at all times incorporate the terms and conditions of this Agreement, as well as any additional terms and conditions unique to each related CSO and/or to each and any contract between reseller and other parties that Reseller desires to be a part of and subject to this Agreement (e.g. number of minutes and dollars per group of PINS, institution number). NOW, THEREFORE, in consideration, of the promises made herein and intending to be legally bound, the Parties agree as follows: 28 1. APPOINTMENT Subject to the terms and conditions of this Agreement, Internet hereby appoints reseller, ordering wholesale units/minutes of telephone talk time herein as a non-exclusive Reseller of such service, and Reseller upon ordering or receiving or accepting Internet service hereby exclusively accepts such appointment and both parties agree to be bound by all the terms and conditions outlined herein, for the term of the Agreement. During the term of this Agreement, and any extensions of same, neither Internet nor any affiliate of Internet shall provide its Validation Processing Services utilizing Internet Provided Long Distance (Validation Processing Service Bureau Functions and/or Long Distance rates and mark-ups thereon) to any competitor of Reseller under more favorable terms than that herein provided in the Hispanic market in California. The relationship of Internet and Reseller shall provide Reseller with a favored nations clause, at no time will Internet provide the same or better terms to a competitor of Resellers in the Hispanic market in California. 2. DURATION OF AGREEMENT Unless otherwise terminated pursuant to the terms of this Agreement, the Parties agree that the aforesaid shall commence upon execution of this Agreement by both parties and shall terminate at the end of the twenty fourth (24) month. A. Renewal: This Agreement shall renew for a continuous twelve (12) month period, and shall be binding against the parties hereto, upon written Agreement by the parties at least 60 days prior to the end of the term. 3. SERVICES A. In General, Internet will provide its proprietary debit card switching services to Reseller, Service provided to Resellers consumers is prepaid and is accessed using a card of a particular denomination. The user of a card calls a dedicated to and owned by Reseller toll free 800 number printed on the card and enters a designated Personal Identification number (PIN) in order to gain access to the Services. Each card has a unique PIN. After entering a valid PIN, a purchaser may place calls. For each call made, equipment operated by Internet tracks the calling time allotted to each card, depending on the price per minute allocated to that particular call. The retail charges for the domestic and international minutes are to be defined by Reseller from time to time and provided to Internet in writing. 29 B. Further Description of Services Offered. Internet will receive calls placed by Resellers consumers via shared access facilities owned or leased by Internet to its long distance carriers of choice. Reseller assumes responsibility for all incoming calls directed to Internet on Resellers dedicated owned by Reseller toll free 800 numbers to Internet's switching platform. Internet will perform its validation processing service bureau functions (automated attendant, PIN verification, balance verification, domestic and international rate plan verification, billing and barging), and will terminate valid calls over Internet's shared long distance trunk groups to its long distance carriers of choice, at its cost plus a margin. All calls will be controlled using Internet's proprietary switching systems. The charges for switching services are described in Schedule A of this Agreement. 4. PURCHASE PRICE/PAYMENT TERMS A. Incoming Toll Free 800 Service. Reseller agrees to pay Internet, or Internet's long distance carrier of choice direct, the per minute rates charged by such carrier to Internet. In addition to the "out-of-pocket" per minute rates, Reseller agrees to pay Internet a pro rated access charge equal to $0.003 per minute, to compensate internet for its cost of access. Internet or Internet's long distance carrier of choice will bill reseller weekly, payment net 14 days for payment of such long distance charges. 1. Reseller has been informed and understands that it will incur a significantly greater number of incoming 800 calls/minutes to its dedicated 800 numbers, then it will outbound completed calls. Such calls/minutes can be attributed to incoming calls processed that: ring no answer, receive busy tones, and/or calls related to account balance data requests. 2. It is expressly understood that the 800 numbers utilized to provision service, specifically, the 800 number 891-1006 and the 800 number 891- 1026, are owned by Reseller. B. Validation Processing Cost. Reseller agrees to pay Internet, at the rates defined in Schedule A, annexed hereto, for all minutes of validation processing attempted/utilized. Internet will bill Reseller weekly, payment net 14 days. C. Outgoing Local, Domestic and International Long Distance Charges. Internet will charge Reseller its cost of domestic (1+) and international (011+) long distance service plus a 15% margin (cost per minute X 15% margin X communications tax = Resellers wholesale outgoing cost per minute), at Internet's rates, subject to change as Internet's carriers of Choice bill 30 Internet as defined in Schedule "B" annexed hereto (current cost). Internet will bill Reseller in 30 second/6 second thereafter billing increments, as Internet is billed by its long distance carriers, weekly, payment net 14 days. 1. Internet agrees to use its best efforts to use the long distance carriers of its choice charging lowest rates (factoring in quality of service). 2. During the term of this Agreement, Internet agrees to provide Reseller with a revised list of its least cost routing ("LCR") cost per country table plus its agreed upon 15% margin on the first day of each month. Such LCR table will depict any changes (increases or decreases) in Internet's cost to complete outbound long distance services. Internet will use its best efforts to notify Reseller of any rate increases or decreases as Internet is notified of such changes by its long distance carriers of choice. D. Payment of all Internet invoices shall be made by Reseller on or before all payment due dates, TIME BEING OF THE ESSENCE. 1. All orders, (CSO's requesting the generation of additional authorization codes and the batching of additional authorization codes, and the development of custom voice prompts, and/or additional retail rate plans) are subject to prior acceptance by Internet in its reasonable discretion. 2. Internet, in its sole discretion, reserves the right to increase its wholesale per minute rates (rates charged for inbound and/or outbound long distance calls) charged to Reseller, by the amount that Internet's rates are increased by it's long distance carriers of choice. 3. At any time during the term of this Agreement, Internet will allow for Reseller to utilize its own long distance carriers for 800 and/or outbound long distance services. In addition to Internet's validation processing service fees, at the rates defined in Schedule C, annexed hereto, Reseller will be charged a $250 per month per 11 termination port charge with a $6.00 one time installation charge, as well as the local telephone company local loop charges. 4. In an effort to limit Resellers liability on unbillable 800 calls, if instructed to do so, Internet will debit against an end users account/Personnel Identification Number (PIN) the costs related to all authorized, PIN accepted, yet uncompleted calls (e.g. ring no answer, busy or 31 account data requests). Internet will accomplish this objective by imposing a surcharge, at the beginning of each completed call, equal to the systems call set up time, or by billing/utilizing an inflated first minute surcharge. 5. Any tax or levy, or tax liability resulting from the retail sale of prepaid phone cards shall be paid and/or collected for any governmental authority by Reseller direct, and/or its customers/Dealers. If at any time during the term of this Agreement or any extension thereof, the Federal, State or local authorities assess any tax whatsoever by virtue of the sale of the aforementioned service, then, in that event, the Reseller herein, shall be solely responsible for the full payment of any such tax liability. This provision shall serve as an indemnification and hold harmless against Internet (Wholesaler). In the event Reseller fails to pay the tax assessment in the first instance and thus Internet pays any tax due, then, upon presentation of any bill or invoice regarding said tax, the Reseller shall reimburse Internet for such tax payment and all reasonable costs incurred regarding the same. Internet shall be responsible for all taxes relating to the Validation Processing Service Bureau functions it renders. If state law requires payment on Sales tax on cards in the future, Internet will not charge taxes on services if Reseller provides a reseller certificate, and assumes all tax liabilities direct. 6. Reseller shall retain sole responsibility for obtaining all orders, processing all receivables, and bad debt associated with its product. Reseller shall be responsible for all monetary collections, including sales tax if applicable, from all its customers. Payment net 14 days from Invoices of Internet Invoices as per Sections A, B and C above, are not contingent upon Resellers customers payment to it. 7. Internet shall be responsible for all fraud which is not directly associated with the distribution and sale of the debit cards or which is not caused by employees, officers, agents, and affiliates of Reseller, including without limitation card manufactures and distributors employed by Reseller in connection herewith. The limit of said liability shall be limited to the actual air-time losses incurred. E. Reseller agrees to pay applicable set up fees associated with custom massaging, multiple custom retail rate plans, system programming, etc.,. If applicable, these fees will be outlined in the individual CSO's made part of this Agreement. 5. DEPOSIT 32 Reseller agrees to provide Internet, upon execution of this Agreement, with a cash deposit of $10,000.00. Such deposit will be held by Internet, in accrued interest bearing account with Reseller as beneficiary, as security in the event of default, for payment governing all invoices, that shall be sent by Internet to Reseller. Internet reserves the right to request additional and/or "pay-up" of the original and existing deposit(s). Upon amicable culmination of this Agreement, Internet shall return to Reseller, all deposits held, including interest, deducting any outstanding amounts due Internet. Internet reserves the right to withhold a portion of said deposit, pursuant to the termination of the Agreement, to cover any current liabilities associated with exposure to Internet as a result of their being outstanding active PIN's and unissued toll bills. 6. CUSTOMER SERVICE A. Internet will provide Personalized customer service via a Reseller provided and owned dedicated 800 number in accordance with the customer service it provides for its Telecaller TM product, at the cost of $0.48 per minute billed, for all minutes of customer service directed to Internet. Internet, will provide Reseller with monthly billing statements, payment net 14 days, for such service. 1. Customer service in accordance with the customer service Internet provides for its Telecaller TM product can further be defined as; (i) Bilingual operators on site Monday through Friday 8am-11pm e.s.t.., (ii) Bilingual operators on site Saturdays and night weekend hours as call volumes deem necessary, (iii) calls routed to an answering machine during off hour times. Internet will make its best efforts to provide a high quality customer service (e.g. maintain enough staff to handle calls in a timely and professional manor), and agrees to work with Reseller to extend the hours of on site customer service if/when Reseller and Internet deem it necessary based upon call volumes and consumer interest. 2. Reseller may at any time during the term of this Agreement, purchase at InterNet cost, plus a $100.00 per month service fee, the required customer service workstations to provide its own "active" customer service. 3. As an alternative to InterNet provided or Reseller provided customer service, InterNet is willing to provide customer service to Reseller on a monthly flat rate contract basis. The rates for this service will be based upon the type of coverage deemed necessary and InterNet's fixed cost to provision such service, and will be agreed to by both parties and made part of this Agreement in the form of a properly executed CSO. 33 7. CONDUCT OF BUSINESS A. Obligations Assumed by InterNet. InterNet shall: 1. Provide weekly billing statements to Reseller describing total billable minutes for each category of the Services at the prices specified Section 4 of this Agreement. 2. Use best efforts to provide Reseller with the batch and Personal Identification Numbers (PIN) ordered. InterNet shall not be liable for any damages no matter how proximate or remote, as a result of any delay or failure to deliver the Products. 3. Provide: (i.) all technical functions relating to the system, its data base management, and call integrity, (ii.) necessary networking and transmission facilities, (iii.) generation of authorization codes and the batching of authorization codes, (iv.) custom voice prompts, (v.) Incoming and outgoing trunk system traffic statistics, (vi.) accuracy of all billings, and customer service support to Reseller for in depth analysis of customer complaints, 24 hour/7 days per week/365 days per year, and (vii.) network monitoring & surveillance, and on request custom report generation. B. Obligations Assumed by Reseller. Reseller shall: 1. Be solely responsible for the commercialization of Resellers Debit Card product including, by way of example not limitation, advertising, marketing and promotional representations. Reseller shall indemnify, hold harmless, and at InterNet's request, defend InterNet from and against any and all claims, liabilities, damages, and expenses (including attorney's fees and related costs and expenses) arising out of or in conjunction with Resellers commercialization of its Debit card product. C. Mutual Obligations of Both Parties. Each party shall: 1. Obtain and maintain, at its own expense, all governmental licenses, permits, and approvals which are necessary or advisable for its implementation of this Agreement by and comply with all applicable laws and regulations. 2. Represent and warrant that they shall conduct business in strict conformity with all International, domestic, local, state, and federal laws, rules and regulations. 3. Not create any obligations of any kind whatsoever or nature on behalf of each other. 34 8. INDEMNIFICATION AND INSURANCE A. InterNet agrees to indemnity and hold Reseller harmless from any and all claims, suits, actions, demands, costs, settlements, liens, losses, demands, expenses, and all other liabilities including all reasonable legal costs on account thereof, arising out of or resulting from any grossly negligent or intentional misrepresentations by InterNet. Not withstanding the prior sentence, such indemnification shall be limited to actual damages incurred. B. Reseller agrees to indemnify and hold InterNet harmless from any and all claims, suits, actions, demands, costs, settlements, liens, losses, demands, expenses, and all other liabilities including all reasonable legal cost on account thereof, arising out of or resulting from the negligence of intentional misrepresentations by Reseller. C. Except as provided herein or under applicable law or regulation, neither party shall be liable hereunder for any consequential or punitive damages. D. The obligations of this Section 7 shall survive the termination of this Agreement. 9. TERMINATIONS OF AGREEMENT If Either party considers the other to be in breach of this Agreement the party asserting a breach has a right to cancel the Agreement subject to the following precedent: A. Written notice of the alleged basis for the breach shall be mailed by certified mail return receipt requested and regular mail, and/or B. The party receiving the notice may within three (3) business days cure the alleged breach to the reasonable satisfaction of the asserting party, and/or C. If the breach is not cured to the reasonable satisfaction of the asserting party, this Agreement shall terminate at the end of the third (3) business day period set forth above. D. If the breach relates to prompt payment of InterNet invoices, and such breach is not cured to the reasonable satisfaction of InterNet, InterNet reserves the right to terminate this Agreement. 1. Upon termination of this Agreement relating to payment of InterNet invoices, InterNet reserves the right to take any action to curtail and limit its liabilities 35 to include interruption and/or delay in processing of calls, and/or deactivation of all PIN's related to all unpaid invoices, and termination of all services. InterNet will not be held responsible in any way, shape or form for any losses, damages or other, sustained by Reseller, resulting from a partial or complete interruption, suspension or shut down of any and/or all services provided by InterNet to Reseller, provided that the termination was as a result of uncured as set forth above. E. In the unlikely event that the system is down for more than two hours, on any three occasions in any 30 day period or for an aggregate of six hours in any thirty day period, Reseller will have the option to cancel Agreement without prejudice, immediately. 10. CONFIDENTIALITY The terms of this Agreement and any information relating to InterNet, Reseller, or their respective customers which are furnished or revealed pursuant to this Agreement are deemed to be confidential. Neither party shall at any time disclose any of the terms of this Agreement nor any such previously described confidential information to any other third party except to the professional advisors of either party or as may be required by applicable law. 11. NON-CIRCUMVENTION InterNet acknowledges that from time to time Reseller may introduce or disclose the names of certain parties to InterNet as "Wholesale" customers or potential customers to whom Reseller has already presented to or sold to the idea of debit telephone calling cards. InterNet hereby agrees not to do business directly with any such party. This non-circumvention does not prohibit any other Wholesale Distributors or Resellers of InterNet service from presenting to and servicing any account. This Non-circumvention goes into effect in connection with each specific introduced party at the point which InterNet commences pursuing such business with such party through Reseller. 12. WARRANTY InterNet warrants to Reseller only that it will provide: (i.) a first class service and (ii.) that such service meets government applied laws and regulation. 13. FORCE MAJEURE InterNet shall not be liable for any failure, interruption, diminution of service in the event that such failure, interruption or diminution is the result of an act 36 of God, natural disaster, fire, civil or military authority, insurrection, riot, war, national emergency, strike or other labor dispute, power failure, failure of other carriers or exchanges, flood, explosion, acts or omissions of carriers or suppliers, or other cause out of InterNet's reasonable control. 14. LIMITATION OF LIABILITY All other provisions in this Agreement notwithstanding, liability of either party under this Agreement shall be limited to the total cost of Services to Reseller prior to termination. Neither party shall be responsible or liable for any incidental consequential damages, including lost revenues or profits, incurred by either party or any user of the Services as contemplated herein, unless such damages have arisen from willful misconduct of one of their employees. 15. MISCELLANEOUS A. AUTHORITY. Both parties hereby represent and warrant that he or she are acting as a principal on his or her own behalf and has full power and authority to execute and deliver this Agreement and to perform the duties and obligations hereunder. B. SEVERABILITY. This Agreement shall be considered to be severable with respect to any term or provision which shall be found to be invalid, void, or unenforceable and the remaining terms and provisions shall continue to be binding upon the parties hereto. C. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and there are no representations, warranties, covenants, agreements or collateral understandings, oral or otherwise, expressed or implied, affecting this instrument which are not expressly set forth herein. This Agreement may only be amended by an instrument signed by the parties hereto. D. WAIVER. A waiver by either party of a breach of any provision of the Agreement and these General Terms shall not operate as, nor be constructed as, a waiver of any subsequent breach. E. PARTIAL INVALIDITY. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions thereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 37 F. HEADINGS. All headings contained herein are inserted for convenience only and do not constitute a part of the Agreement and these General Terms. G. NOTICE. Any notice to be given under the Agreement or these General Terms shall be deemed given when mailed by registered or certified mail, return receipt requested, postage prepaid to the party to be notified at the address set forth above in this Agreement, or at such other address as such party may designate in writing to the other party. H. SCOPE. Nothing contained herein shall be construed to constitute the parties hereto as partners, joint ventures or as agents of each other, but the relationship shall be one of independent contractors with InterNet providing the Services Described hereunder to Reseller for the considerations set forth in this Agreement and any attachments hereto. I. CHOICE OF LAW. The construction, interpretation and performance of this Agreement shall be governed by the law of the State of New York, excluding its choice law rules. IN WITNESS WHEREOF, the parties heretofore above caused this Agreement to be executed by their duly authorized representatives effective as of the date first written above. InterNet Communications Services, Inc. /s/ David Goodwell - ------------------ Vice President and COO La Opinion Tarleta Telefonica Telecard, Inc. /s/ Gil A. Garcia - ----------------- CFO 38 EX-10.3 4 EXHIBIT 10.3 Exhibit (10-3) EXHIBIT B ASSIGNMENT For value received, Internet Communication Services, Inc. (the "Assignor") assigns to Telecom (AE) (the "Assignee"), a division of Wina Associates Limited, all interest in that certain Agreement to provide telecommunication services with La Opinion Tarleta Telefonica Telecard, Inc. ("La Opinion") as more fully shown in Exhibit A annexed hereto. Assignor authorizes Assignee to notify La Opinion of this assignment and to advise La Opinion to make all future payments for services rendered after the Closing Date to Assignee. IN WITNESS WHEREOF, Assignor has signed and sealed this instrument on March 29, 1996. INTERNET COMMUNICATION SERVICES, INC. /s/ Joseph A. Tortoretti, President 39 EX-10.4 5 EXHIBIT 10.4 Exhibit(10-4) IRREVOCABLE LETTER OF DIRECTION Date: May 31, 1996 T0: Telecom (AE), a Division of Wina Associates Limited ("TAE") FROM: Nevada Energy Company, Inc. ("NEC) and Central Communications Corporation ("CCC") RECITALS A. CCC is a coloration incorporated and validly existing under the laws of the State of Nevada and is a wholly owned subsidiary of NEC. B. NEC entered into a Stock Acquisition Agreement with Telecom (AE), a division of Wina Associates Limited ("TAE") to acquire all the shares of Telecom Technologies Inc., and certain contracts with La Opinion Newspaper (the "Stock Acquisition Agreement"). 40 C. NEC wishes to assign all of its right, title and interest in and to the Stock Acquisition Agreement to CCC and CCC wishes to acquire the same. D. TAE is the assignee of the interest of Internet Communications Services, Inc. ("Internet") in a certain Validation Processing Purchase Agreement with La Opinion Tarieta Telefonica Telecard, Inc. a California corporation ("La Opinion") whereby Internet supplies telecommunication services and La Opinion purchases such services from Internet for resale (the "La Opinion Agreement"). TAE is hereby irrevocably instructed and directed to assign all of your interest in and to the La Opinion Agreement to CCC directly in the form of Assignment delivered by NEC and CCC to TAE. NEC and CCC represent and warrant that CCC is a wholly owned subsidiary of NEC. NEVADA ENERGY COMPANY, INC. CENTRAL COMMUNICATIONS CORPORATION /s/ Jeffrey Antisdel /s/ Jeffrey Antisdel 41 EX-10.5 6 EXHIBIT 10.5 Exhibit (10-5) ASSIGNMENT AGREEMENT This Assignment Agreement (the "Agreement") is entered into as of May 31, 1996 by and between Nevada Energy Company, Inc. ("NEC" or "Assignor") and Central Communications Corporation ("CCC" or "Assignee"). RECITALS A. CCC is a corporation incorporated and validly existing under the laws of the State of Nevada and is a wholly owned subsidiary of NEC. B. NEC entered into a Stock Acquisition Agreement with Telecom (AE), a division of Wina Associates Limited ("TAE") to acquire all the shares of Telecom Technologies, Inc., and certain contracts with La Opinion Newspaper (the "Stock Acquisition Agreement"). C. NEC wishes to assign all of its right, title and interest in and to the Stock Acquisition agreement to CCC and CCC wishes to acquire the same. NOW THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the covenants herein contained, TAE and CCC agree as follows: 1. RECITALS AND DEFINITIONS A. The foregoing recitals are true and correct and are incorporated herein and made a part hereof. B. For purposes of this Agreement, the terms set forth below shall have the following meanings: 1. "La Opinion Agreement" means that certain Validation Processing Purchase Agreement between Internet Communication Services, Inc., ("Internet") and La Opinion Tarieta Telefonica Telecard, lnc., ("La Opinion") whereby Internet supplied telecommunication services and La Opinion purchases such services from Internet for resale, which agreement has been assigned by Internet to others who in turn have 42 assigned the same to NEC. 2. BASIC Transaction A. In consideration of the sum of $10.00 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by NEC, NEC does hereby assign, transfer and set over to CCC and CCC does hereby receive and acquire all of NEC's right, title and interest in the Stock Acquisition Agreement. B. In connection with the assignment set out in Section 2A above, the parties shall direct TAE to assign all its right, title and interest in and to the La Opinion Agreement directly to CCC. Further Assurances. At any time, and from time to time, each party will execute such additional instruments and take such action as may be reasonably requested by the other party to confirm or perfect title to any property transferred hereunder or otherwise to carry out the intent and purposes of this Agreement. B. Time. Time is of the essence. C. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. It supersedes all prior negotiations, letters, and understandings relating to the subject matter hereof. D. AMENDMENT This Agreement may not be amended, supplemented or modified in whole or in part except by an instrument in writing signed by the party or parties against whom enforcement of any such amendment, supplement or modification is sought. E. CHOICE OF LAW. This Agreement will be interpreted, construed and enforced in accordance with the laws of the State of Nevada. F. HEADINGS. The section and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. G. Pronouns. All pronouns and any variations whereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the context may require. 43 H. Number and Gender. Words used in this Agreement, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter as the context indicates is appropriate. I. Construction. The parties hereto and their respective legal counsel participated in the preparation of this Agreement, therefore this Agreement shall be construed neither against nor in favor of any of the parties hereto, but rather in accordance with the fair meaning thereof. J. EFFECT OF WAIVER. The failure of any party at any time or times to require performance of any provision of this Agreement will in no manner affect the right to enforce the same. The waiver by any party of any breach of any provision of this Agreement will not be construed to be a waiver by any such party of any succeeding breach of that provision or waiver by such party or any breach of any other provision. K. Severability. The invalidity, illegality or unenforcability of any provision of this Agreement which will remain in full force and effect, nor will the invalidity, illegality or unenforcability of any portion of any provision of this Agreement affect the balance of such provision. In the event that any one or more of the provisions contained in this agreement or any portion thereof shall for any reason be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be performed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein. L. Binding Nature. This Agreement will be binding upon and will enure to the benefit of any successor or successors of the parties hereto. M. No Third Party Beneficiaries. No person shall be deemed to possess any third party beneficiary right pursuant to this Agreement. It is the intent of the parties hereto that no direct beneficiary to any third party is intended or implied by the execution of this Agreement. 11. COUNTERPARTS. This Agreement may be executed by fax or facsimile transmission and in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. NEVADA ENERGY COMPANY, INC. By: /s/ Jeffrey Antisdel CENTRAL COMMUNICATIONS CORPORATION By. /s/ Jeffrey Antisdel 44 EX-10.6 7 EXHIBIT 10.6 EXHIBIT (10-6) ASSIGNMENT AGREEMENT This Assignment Agreement (the "Agreement") is entered into as of May 31, 1996 by and between Telecom (AE), a division of Wina Associates Limited ("TAE" or "Assignor") and Central Communications Corporation ("CCC" or "Assignee"). RECITALS A. TAE is the assignee of the interest of Internet Communications Services, Inc. ("Internet") in a certain Validation Processing Purchase Agreement with La Opinion Tarieta Telefonica Telecard, Inc. a California corporation ("La Opinion") whereby Internet supplies telecommunication services and La Opinion purchases such services from Internet for resale (the "La Opinion Agreement"), a copy of which La Opinion Agreement is attached as Exhibit "A", and a copy of the assignment agreement from Internet to TAE is attached as Exhibit "B". 45 B. CCC desires to acquire all of TAE's right, title and interest to the La Opinion Agreement, and C. TAE is willing to assign the La Opinion Agreement to CCC on the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the covenants herein contained, TAE and CCC agree as follows: 1. RECITALS AND DEFINITIONS A. The foregoing recitals are true and correct and are incorporated herein and made a part hereof. B. For purposes of this Agreement, the terms set forth below shall have the following meanings: 1. "La Opinion Agreement" has the meaning set forth in the recitals above. 2. BASIC TRANSACTION A. In consideration of the sum of $10.00 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by TAE, TAE does hereby assign, transfer and set over to CCC and CCC does hereby receive and acquire all of TAE's right, title and interest in the La Opinion Agreement. 3. MISCELLANEOUS A. NOTICES. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered in person or sent by overnight delivery, confirmed telecopy or prepaid first class registered or certified mail, return receipt requested, to the following addresses, or such other address as are given to the other parties to this Agreement in the manner set forth herein: (i) If to the Assignor, to: TELECOM (AE), A DIVISION OF WINA ASSOCIATES LIMITED c/o Roderick H. McCloy Law Corporation 1700 Three Bentall Centre P.O. Box 49117, 595 Burrard Street 46 Vancouver, British Columbia, Canada V7X 1G4 Telephone No: 604-891-1336 Facsimile No: 604-682-7329 (ii) If to the Assignee, to: CENTRAL COMMUNICATIONS CORPORATION 401 East Fourth Street Reno, Nevada, 89512 Telephone No: 702-786-7979 Facsimile No: 702-786-7989 Any such notices shall be effective when delivered in person or sent by telecopy, one business day after being sent by overnight delivery or three business days after being by registered or certified mail. Any of the foregoing addresses may be changed by giving notice of such change in the foregoing manner, except that notices for changes of address shall be effective only upon receipt. B. FURTHER ASSURANCES. At any time, and from time to time, each party will execute such additional instruments and take such action as may be reasonably requested by the other party to confirm or perfect title to any property transferred hereunder or otherwise to carry out the intent and purposes of this Agreement. C. COSTS AND EXPENSES. Each party hereto agrees to pay its own costs and expenses, including legal accounting, brokerage, consultant and adviser fees, incurred in negotiating this Agreement and consummating the transactions described herein. D. TIME. Time is of the essence. E. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. It supersedes all prior negotiations, letters, and understandings relating to the subject matter hereof. F. AMENDMENT. This Agreement may not be amended, supplemented or modified in whole or in part except by an instrument in writing signed by the party or parties against whom enforcement of any such amendment, supplement or modification is sought. G. CHOICE OF LAW. This Agreement will be interpreted, construed and enforced in accordance with the laws of the State of Nevada. H. HEADINGS. The section and subsection headings in this Agreement are inserted for 47 convenience only and shall not affect in any way the meaning or interpretation of this Agreement. I. PRONOUNS. All pronouns and any variations whereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the context may require. J. NUMBER AND GENDER. Words used in this Agreement, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter as the context indicates is appropriate. K. CONSTRUCTION. The parties hereto and their respective legal counsel participated in the preparation of this Agreement, therefore this Agreement shall be construed neither against nor in favor of any of the parties hereto, but rather in accordance with the fair meaning thereof. L. EFFECT OF WAIVER. The failure of any party at any time or times to require performance of any provision of this Agreement will in no manner affect the right to enforce the same. The waiver by any party of any breach of any provision of this Agreement will not be construed to be a waiver by any such party of any succeeding breach of that provision or waiver by such party or any breach of any other provision. M. SEVERABILITY. The invalidity, illegality or unenforcability of any provision of this Agreement which will remain in full force and effect, nor will the invalidity, illegality or unenforcability of any portion of any provision of this Agreement affect the balance of such provision. In the event that any one or more of the provisions contained in this agreement or any portion thereof shall for any reason be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be performed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein. N. BINDING NATURE. This Agreement will be binding upon and will enure to the benefit of any successor or successors of the parties hereto. O. NO THIRD PARTY BENEFICIARIES. No person shall be deemed to possess any third party beneficiary right pursuant to this Agreement. It is the intent of the parties hereto that no direct benefit to any third party is intended or implied by the execution of this Agreement. P. COUNTERPARTS. This Agreement may be executed by fax or facsimile transmission and in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. TELECOM (AE), A DIVISION OF WINA ASSOCIATES LIMITED By: /s/ SIR QUENTIN CHARLES AGNEW-SOMERVILLE ---------------------------------------------------- Sir Quentin Charles Agnew-Somerville, Director CENTRAL COMMUNICATIONS CORPORATION By: /s/ JEFFREY ANTISDEL ---------------------------------------------------- Jeffrey Antisdel, Director 48 EX-10.7 8 EXHIBIT 10.7 Exhibit (10-7) ASSIGNMENT AGREEMENT Tells Assignment Agreement (the "Agreement") is entered into as of April 30, 1996 by and between Telecom (AE), a division of Wina Associates Limited ("TAE" or "Assignee") and Consolidated Telecom Corporation (~CTC~ or "Assignor"). RECITALS A CTC is the assignee of the interest of lnternet Communications Services, Inc. ("Internet") in a 49 certain Validation Processing Purchase Agreement with La Opinion Tarieta Telefonica Telecard, Inc. a California corporation ("La Opinion") whereby Internet supplies telecommunication services and La Opinion purchases such services from Internet for resale (the "La Opinion Agreements"), a copy of which La Opinion Agreement is; attached as Exhibit "A" and a copy of the Assignment Agreement is attached as Exhibit "B". B. TAE desires to acquire all of CTC's right, title and interest to the La Opinion Agreement, and C. CTC is willing to assign the La Opinion Agreement to TAE on the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the covenants herein contained, TAE and Internet agree as follows: 1. RECITALS AND DEFINITIONS A. The foregoing recitals are true and correct and are incorporated herein and made a part hereof. B. For purposes of this Agreement, the terms set forth below shall have the following meanings: 1. "La Opinion Agreement" has the meaning set forth in the recitals above. 2. BASIC TRANSACTION A In consideration of the sum of $10.00 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by CTC, CTC does hereby assign, transfer and set over to TAE and TAE does hereby receive and acquire all of CTC's right, title and interest in the La Opinion Agreement. 50 3. MISCELLANEOUS A. NOTICES. All notices or other communications require or permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered in person or sent by overnight delivery, confirmed telecopy or prepaid first class registered or certified mail, return receipt requested, to the following addresses, or such other address as are given to the other parties to this Agreement in the manner set forth herein: 1) If to the Assignor, to: CONSOLIDATED TELECOM CORPORATION 54 - 673 Inverness Way La Quinta, California 92253 Tel: (619) 771-4500 Fax: (619) 771-4527 With courtesy copies to: James M. Kaplan, Esq. WILSON, ELSER 100 Southeast Second Street 3800 International Place Miami, Florida 33131 (ii) If to the Assignee, to: TELECOM (AE), A DIVISION OF WINA ASSOCIATES LIMITED c/o JONES McCLOY PETERSON, Affiliated Law Practices as represented by Roderick H. McCloy Law Corporation 1700 Three Bentall Centre P.O.Box 49117, 595 Burrard Street Vancouver, British Columbia, Canada V7X 1G4 Telephone No: 604-891-1336 Facsimile No:604-682-7329 Any such notices shall be effective when delivered in person or sent by telecopy, one business day after being sent by overnight delivery or three business days after being by registered or certified mail. Any of the foregoing addresses may be changed by giving notice of such change in the foregoing manner, except that notices for changes of address shall be effective only upon receipt. B. Further Assurances. At any time, and from time to time, each party will execute such additional instruments and take such action as may be reasonably requested by the other party to confirm or perfect title to any property transferred hereunder or overwise to early out the intent and purposes of this Agreement. 51 C. Costs and Expenses. Each party hereto agrees to pay its own costs and expenses, including legal accounting, brokerage, consultant and adviser fees, incurred in negotiating this Agreement and consummating the transactions described herein. D. Time. Time is of the essence. E. Entire Agreement. This agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. It supersedes all prior negotiations, letters, and understandings relating to the subject matter hereof. F. Amendment. This Agreement may not be amended, supplemented or modified in whole or in part except by an instrument in writing signed by the party or parties against whom enforcement of any such amendment, supplement or modification sought. G. Choice of Law. This Agreement will be interpreted, construed and enforced in accordance with the laws of the State of Nevada. H. Heading. The section and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. I. PRONOUNS. All pronouns and any variations whereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the context may require. J. Number and Gender. Words used in this Agreement, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter as the context indicates is appropriate. K. CONSTRUCTION. The parties hereto and heir respective legal counsel participated in the preparation of this Agreement, therefore this Agreement shall be construed neither against nor in favor of any of the parties hereto, but rather in accordance with the fair meaning thereof. L. EFFECT OF WAIVE. The failure of any party at any time or times to require performance of any provision of this Agreement will in no manner affect the right to enforce the same. The waiver by any party of any breach of any provision of his Agreement will not be construed to be a waiver by any such party of any succeeding breach of that provision or waiver by such party or any breach of any other provision. M. Severability. The invalidity, illegality or unenforcability of any provision of this Agreement which will remain in full force and effect, nor will the invalidity, Illegality or unenforcability of any portion of any provision of this Agreement effect the balance of such provision. In the event that any one or more of the provisions contained in this Agreement or any portion thereof shall for any reason be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be performed, construed and enforced as if such invalid, illegal or unenforceable provision had never been 52 contained herein. N. BINDING NATURE. This Agreement will be binding upon and will enure to the benefit of any successor or successors of the parties hereto. O. NO THIRD PARTY BENEFICIARIES. No person shall be deemed to possess any third party beneficial right pursuant to this Agreement. It is the intent of the parties hereto that no direct benefit to any third party is intended or implied by the execution of this Agreement. P. COUNTERPARTS. This Agreement may be executed by fax or facsimile transmission and in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CONSOLIDATED TELECOM CORPORATION By: /s/ Stefan Tevis TELECOM (AE), A DIVISION OF WINA ASSOCIATES LIMITED By: /s/ Sir Quentin Charles Agnew Somerville, Director 53 -----END PRIVACY-ENHANCED MESSAGE-----