THIS AGREEMENT FOR PURCHASE AND SALE is made effective the 12th day of January, 1999 BETWEEN: REVERE COMMUNICATIONS INC., a corporation formed under the laws of the Province of Alberta, of 1160, 1122-4th Street S.W., Calgary, Alberta T2R 1M1 (the...

     THIS  AGREEMENT  FOR  PURCHASE AND SALE is made  effective  the 12th day of
January, 1999

BETWEEN:
                  REVERE  COMMUNICATIONS  INC., a  corporation  formed under the
                  laws of the  Province of  Alberta,  of 0000,  0000-0xx  Xxxxxx
                  X.X., Xxxxxxx, Xxxxxxx X0X 0X0 (the "Vendor")

                                                             OF THE FIRST PART
AND:
                  ABDE HOLDINGS  LTD., a body corporate  incorporated  under the
                  laws  of the  Province  of  British  Columbia,  of  0000-00000
                  Xxxxxxxxx Xxx, Xxxxxxxx, Xxxxxxx
                  Xxxxxxxx X0X 0X0
                  (the "Purchaser")

                                                              OF THE SECOND PART


WHEREAS:

A.   The Vendor carries on the business of providing  prepaid  telephone calling
     card and related  telephony  services (the  "Business") at 000-0000  Xxxxxx
     Xxx, Xxxxxxxx, X.X. and at 0000, 0000-0xx Xxxxxx X.X., Xxxxxxx, Xxxxxxx;

B.   The Purchaser has agreed to buy from the Vendor,  and the Vendor has agreed
     to sell to the  Purchaser,  certain of the Vendor's  property and assets of
     the  Business  on the  terms  and  subject  to the  conditions  hereinafter
     provided;

     NOW  THEREFORE  THIS  AGREEMENT  WITNESSETH  that in  consideration  of the
covenants, agreements, representations,  warranties and payments hereinafter set
forth and provided for, the parties hereto covenant and agree as follows:

1.   PURCHASE AND SALE

     1.1  Purchase  and  Sale of  Assets.  Relying  on the  representations  and
          warranties  set forth in Part 3 hereof,  and upon the  subject  to the
          terms and  conditions  hereof,  the  Vendor  shall  sell,  assign  and
          transfer to the Purchaser and the  Purchaser  shall  purchase from the
          Vendor on the Closing  Date the  following  property and assets of the
          Business,   namely:   (a)  All   equipment,   furnishings,   leasehold
          improvements  and machinery (the  "Equipment")  owned by the Vendor in
          connection  with  the  Business   including  without  limitation  that
          Equipment described in Schedule "A";

     (b)  The goodwill of the Business (the  "Goodwill")  including the right to
          acquire  and  transfer  (i)  the  existing  customer  base;  (ii)  the
          employment  contracts  of  key  personnel;  (iii)  existing  licensing
          agreements;  (iv) transfer of all current  copyrights and  trademarks;
          and (v) all royalties and payments for software sales and licences.
          (The property and assets described  in  Section  1.1  are hereinafter
          collectively referred to as the "Assets")




     1.2  Exclusions.  Specifically  excluded from the purchase and sale herein,
          and from the  Assets  hereinbefore  described,  are cash on hand or on
          deposit and any security deposits.

2.   PURCHASE PRICE AND ALLOCATION

     2.1  Purchase Price.  The total purchase price payable for the Assets shall
          be the lesser of  $183,828.46  or the amount of the  existing  account
          payable owing to Telus  Communications  Inc.  ("Telus")  under the IVR
          Platform  Services  Agreement  (the  "Purchase  Price"),  allocated as
          follows:

                  Equipment (@ Richmond, B.C.)        $ 10,000.00
                  Equipment (@ Calgary, AB)           $ 13,000.00
                  Goodwill                            $160,828.46

It is agreed and  understood  that in the event that the Purchase  Price is less
than $183,828.46 the amount allocated to "Goodwill" will be reduced accordingly.

It is agreed and  understood  that upon closing the Purchase Price is to be paid
directly to Telus in full and final  settlement of the existing  indebtedness of
the Vendor to Telus.

Any rebates from Telus  payable after the closing date are to be for the benefit
of the Purchaser.

The Purchase Price is inclusive of any other adjustments for prepaids.

     2.2  Payment. The Purchase Price is to be paid to Telus, or, as directed by
          Telus on the closing date.


3.                REPRESENTATIONS AND WARRANTIES

     3.1  Representations  and  Warranties  of the  Vendor.  The  Vendor  hereby
          represent  and warrant to the  Purchaser  as follows,  with the intent
          that  the  Purchaser   shall  relay  thereon  in  entering  into  this
          Agreement, and in concluding the purchase contemplated herein.

     (a)  Capacity  to Own and  Dispose of Assets.  The Vendor has the power and
          capacity  to own  and  dispose  of the  Assets,  to  enter  into  this
          Agreement and to carry out its terms to the full extent.

     (b)  Power to Carry on  Business.  The Vendor has the power to carry on the
          Business and holds all  licenses and permits  required to permit it to
          carry on the Business.

     (c)  Authority to Sell.  The execution  and delivery of this  Agreement and
          the completion of the  transaction  contemplated  hereby has been duly
          and  validly  authorized  by all  necessary  action on the part of the
          Vendor,  and this  Agreement  constitutes  a legal,  valid and binding
          obligation of the Vendor enforceable  against the Vendor in accordance
          with its terms.





     (d)  Sale will not cause  Default.  Neither the  execution  and delivery of
          this   Agreement,   nor  the  completion  of  the  purchase  and  sale
          contemplated herein will:

          i)   violate  any of the terms and  provisions  of any order,  decree,
               statute, by-law, regulation,  covenant, restriction applicable to
               the Vendor or any of the Assets;

          ii)  give any person the right to terminate  or cancel any  instrument
               relating to the Assets or remove any of the Assets; or

          iii) result in any fees, duties,  taxes,  assessments or other amounts
               relating  to any of the  Assets  becoming  due or  payable by the
               Purchaser other than Social Services Tax payable by the Purchaser
               in connection with the purchase and sale of the Assets situate in
               the Province of British Columbia.

     (e)  Assets. At Closing the Vendor will own and possess and have a good and
          marketable  title  to the  Assets,  free and  clear of all  mortgages,
          liens,  charges,  pledges,  security interests,  encumbrances or other
          claims whatsoever save and except:

              Lease of Calgary Switch from Newcourt Financial Ltd.

     (f)  Equipment. All of the Equipment is in good working condition.

     (g)  Books and Records.  The Vendor has maintained books, records and files
          that relate to the  Business  and such  books,  records and files have
          been  maintained  in accordance  with  generally  accepted  accounting
          principles  and,  to the best of the  knowledge  of the  Vendor,  such
          books, records and files contain no material errors or omissions.

     (h)  Terms of  Employment.  There are no  written  contracts  with  persons
          employed in  connection  with the  Business  governing  conditions  of
          employment  except for Xxxxxxx Xxxxxxx and the Vendor has no employees
          who cannot be dismissed on not more than one month's notice.

     (i)  Collective  Agreements.  The  Vendor is not a party to any  collective
          agreement  relating  to the  Business  with any labour  union or other
          association  of  employees,  and no  part  of the  Business  has  been
          certified as a unit appropriate for collective bargaining.

     (j)  Litigation.  There is no litigation or  administrative or governmental
          proceeding  or inquiry  pending,  or to the  knowledge  of the Vendor,
          threatened  against or relating to the  Business or any of the Assets,
          nor does the Vendor know of or have  reasonable  grounds for believing
          that there is any basis for any such action, proceeding or inquiry.

     (k)  Conformity with Laws. All  governmental  licenses and permits required
          for the  conduct  in the  ordinary  course  of the  operations  of the
          Business  and the uses to which the  Assets  have been put,  have been
          obtained and are in good standing and such conduct and uses are not in
          breach of any statute, by-law, regulation, covenant, restriction, plan
          or permit.

     (l)  Social  Services  Tax. The Vendor has not accrued any  liability  with
          respect to Social Service Taxes owing for the period ended January 12,
          1999;



     (m)  Goods and Service Tax. The Vendor is not liable for the payment of any
          tax  pursuant  to Part IX of the Excise Tax Act to which the Vendor is
          not entitled to an input tax credit.

     (n)  Government  Taxes and  Remittances.  The Vendor is current and in good
          standing  for all  taxes  or  other  governmental  remittances  due or
          payable to Revenue Canada for Income Tax,  G.S.T.  and employee source
          deductions;  and under the following  British  Columbia Acts and their
          Alberta  counterparts:  the Social  Services Tax Act;  the  Employment
          Standards  Act; the  Corporation  Capital Tax Act,  and, the Workmen's
          Compensation Act.

     (o)  Accuracy of Representations.  No certificate furnished by or on behalf
          of the  Vendor to the  Purchaser  at the  Closing  in  respect  of the
          representations,  warranties  or covenants  of the Vendor  herein will
          contain  any untrue  statement  of a material  fact or omit to state a
          material fact  necessary to make the statement  contained  therein not
          misleading.

     (p)  Canadian  Resident.  The  Vendor is a  resident  of Canada  within the
          meaning of the Income Tax Act.

     (q)  No Commission  Payable by the  Purchaser.  The Vendor  confirms to the
          Purchaser  that in the event  that any  commission  is payable on this
          purchase and sale that the Vendor shall pay any and all commission and
          will save harmless the Purchaser from any and all costs and expense.


4.   COVENANTS OF THE PARTIES

     4.1  Consents.  The  Vendor  shall  diligently  take all  reasonable  steps
          required  to  obtain  all  necessary  consents  and  approvals  to the
          assignment  of the Assets  before  and,  to the extent in his sole and
          absolute  discretion  the  Purchaser  shall agree to completion of the
          purchase  and sale prior to  obtaining  any such  consent or approval,
          after the Closing.  The Purchaser  will, at the request of the Vendor,
          execute and deliver such  applications for consent and such assumption
          agreements  (subject to the  Purchaser's  approval of the form thereof
          acting  reasonably),  and provide such information as may be necessary
          to obtain the consents and  approvals  and will assist and  co-operate
          with the Vendor in obtaining the said consents and approvals.

     4.2  Goods and  Services  Tax.  The  Vendor  and  Purchaser  shall  file an
          election in  prescribed  form with the  Minister  of National  Revenue
          pursuant to s. 167 of Part IX of the Excise Tax Act of Canada.

     4.3  Sales Tax.  The  Purchaser  shall pay all  provincial  sales taxes and
          registration  charges and transfer fees  properly  payable upon and in
          connection  with the sale and  transfer of the Assets by the Vendor to
          the Purchaser.

     4.4  Termination  of  Employees.  The  Vendor  will at the time of  closing
          terminate the employment of all employees, and shall pay all wages and
          salaries and  termination pay and also amounts due in lieu of holidays
          up to and  including  the  Closing  Date and will  indemnify  and save
          harmless the Purchaser  from and against all claims by any employee of
          the Vendor of the wages, salaries, bonuses, pension or other benefits,
          severance  pay,  notice or pay in lieu of notice  and  holiday  pay in
          respect of any period prior to the time of closing.





     4.5  Payment  of  Suppliers.  The  Vendor  will  pay  all  wholesalers  and
          suppliers  to the Vendor up to and  including  the date of closing and
          will  indemnify and save  harmless the Purchaser  from and against all
          claims by any wholesaler or supplier in respect of any period prior to
          the time of closing.

     4.6  Vendor's  Covenants of Indemnity.  The Vendor will  indemnify and hold
          harmless the Purchaser from and against:

          (a)  all  liabilities  and  obligations   relative  to  the  Business,
               including,  without  limitation,  all liabilities and obligations
               relating to his employees,  contingent or otherwise,  existing at
               the time of Closing which are not expressly  agreed to be assumed
               by the Purchaser pursuant to this Agreement;

          (b)  any  and  all   damage   or   deficiency   resulting   from   any
               misrepresentation,  breach of warranty or  nonfulfillment  of any
               covenant on the part of the Vendor  herein  contained or from any
               misrepresentation  in or omission from any  certificate  or other
               instrument   furnished  or  to  be  furnished  to  the  Purchaser
               hereunder; and

          (c)  any and all actions, suits,  proceedings,  demands,  assessments,
               judgments,  costs and legal and other expenses incident to any of
               the foregoing.

     4.7  Purchaser's  Covenants of Indemnity.  The Purchaser will indemnify and
          hold harmless the Vendor from and against:

          (a)  all  liabilities  and  obligations   relative  to  the  Business,
               including,  without  limitation,  all liabilities and obligations
               relating to his  employees,  contingent or  otherwise,  resulting
               from and after  the time of  Closing  which  are being  expressly
               agreed to be assumed by the Purchaser pursuant to this Agreement;

          (b)  any  and  all   damage   or   deficiency   resulting   from   any
               misrepresentation,  breach of warranty or  nonfulfillment  of any
               covenant on the part of the  Purchaser  herein  contained or from
               any  misrepresentation  in or omission  from any  certificate  or
               other  instrument  furnished  or to be  furnished  to the  Vendor
               hereunder; and

          (c)  any and all actions, suits,  proceedings,  demands,  assessments,
               judgments,  costs and legal and other expenses incident to any of
               the foregoing.

     4.8  Material Contracts Assumed. Except for the capital lease with Newcourt
          Financial  Ltd. for the Calgary  switch and as expressly  agreed under
          Paragraph 6.2 the only contracts being assumed by the Purchaser are as
          follows:  nil Without  limiting the generality of the  foregoing,  the
          Purchaser  is not assuming the lease of either the Richmond or Calgary
          premises in which the Business is presently  situate and undertakes to
          have the Equipment removed from such premises by no later than 30 days
          following the Closing Date.

     4.9  Offer  Employment.  The Purchaser  covenants  with the Vendor to offer
          employment to Xxxxxxx Xxxxxxx and Xxxx Xxxxxxxxxx.



     4.10 Transitional.  The Vendor shall  cooperate fully with the Purchaser in
          connection with the assignment of any contracts and licences.

5.   REPRESENTATIONS, WARRANTIES AND COVENANTS

     5.1  Survival of  Representations,  Warranties and Covenants of the Vendor.
          All representations,  warranties, covenants and agreements made by the
          Vendor  in  this  Agreement  or  pursuant  hereto  shall  survive  the
          completion of the  transactions  contemplated  by this  Agreement and,
          notwithstanding  such completion or any investigation at any time made
          by or on behalf of the  Purchaser,  shall  continue  in full force and
          effect   for  the   benefit   of  the   Purchaser.   5.2   Purchaser's
          Representations,   Warranties  and  Covenants.   All  representations,
          warranties,  covenants  and  agreements  made by the Purchaser in this
          Agreement or pursuant hereto shall, unless otherwise expressly stated,
          survive  the  completion  of the  transactions  contemplated  by  this
          Agreement and, notwithstanding such completion or any investigation at
          any time made by or on behalf of the  Vendor,  shall  continue in full
          force and effect for the benefit of the Vendor.

6.   CLOSING ARRANGEMENTS

     6.1  Closing. Subject to the terms and conditions hereof, the purchaser and
          sale of the Assets shall be completed at a closing (the  "Closing") on
          January 12, 1999, or such other time as may be mutually agreed upon in
          writing by the Vendor and the Purchaser.

     6.2  Documents  to  be  delivered  at  the  Closing.  At  the  Closing  and
          concurrently  with the  delivery  of payment  for the  balance due and
          payable  upon  Closing,  the  Vendor  shall  deliver  or  cause  to be
          delivered to the Purchaser:

     (a)  all deeds of conveyance,  bills of sale,  transfer and  assignments in
          form  and  content   satisfactory  to  the   Purchaser's   solicitors,
          appropriate  to  effectively  vest  good and  marketable  title to the
          Assets in the Purchaser to the extent  contemplated by this Agreement,
          and immediately  registerable in all places where registration of such
          instruments is required;

     (b)  the election in prescribed form referred to in paragraphs 4.2;

     (c)  opinion  letter from the Vendor's  solicitor  stating that the sale is
          not in contravention of any securities regulations;

     (d)  waiver or an  assignment by Telus to the Purchaser of the IVR Platform
          Services Agreement;

     (e)  Xxxx of Sale Absolute of the Assets in Richmond and in Calgary;

     (f)  All records relating to existing customers of the Vendor;

     (g)  Cancellation of the employment  contracts of key personnel as follows:
          Xxxx Xxxxxxxxxx and Xxxxxxx Xxxxxxx;



     (h)  Assignment of all existing licensing agreements including the right to
          continue   negotiations   to  acquire  card  rights  for  Playboy  and
          Lucasfilms;

     (i)  Assignment  of all current  copyrights  and  trademarks  including the
          "Revere" trademark and the rights to the following  domains:  xxx.xxx,
          xxxxxx.xx and xxx-xxxxxxxxxxx.xxx;

     (j)  Assignment  of all  royalties  and  payments  for  software  sale  and
          licenses  including  the  payments  of Revere  Voice Mail by  Okanagan
          Telephone Co. Ltd.;

     (k)  Assumption of the  lease/financing  agreement with Newcourt  Financial
          Ltd.  for the Calgary  switch  including  the buy-out  rights upon the
          termination of such lease;

     (l)  Certified copies of such resolutions of the shareholders and directors
          of the Vendor as are required to be passed to authorize the execution,
          delivery and  implementation of this Agreement and of all documents to
          be delivered by the Vendor pursuant thereto;

     (m)  Such other documentation as the Purchaser's  solicitors may reasonably
          request.

     6.3  Possession.  The  Purchaser  shall be  entitled to  possession  of the
          Assets at 12:00 noon on January 12, 1999.


7.   GENERAL PROVISIONS


     7.1  Further  Assurances.  Upon  completion  of the Closing this  Agreement
          shall without  further act or formality  operate as an actual transfer
          and  conveyance  to the  Purchaser  of title to all the Assets but the
          Vendor and the Purchaser hereby covenant and agree that they will from
          time to time thereafter  execute and do all such further acts,  deeds,
          transfers,  assurances,  matters  and  things as may be  necessary  to
          transfer to and vest in the  Purchaser all or any of the Assets and to
          give  to the  Vendor  and  the  Purchaser  the  full  benefit  of this
          Agreement.  For greater certainty, it is hereby agreed that, following
          Closing,  the Vendor shall hold all of the Assets,  to the extent that
          the same shall not have been effectually  transferred to the Purchaser
          by or pursuant to this Agreement,  in trust for and as the property of
          the Purchaser.

     7.2  Time of the Essence. Time shall be of the essence of this Agreement.


     7.3  No Assignment.  This  Agreement and the rights and  obligations of any
          party  hereunder  may not be  assigned  without  the  express  written
          consent of the other parties.

     7.4  Amendments.  This Agreement may only be modified or amended by written
          agreement duly executed by the parties.

     7.5  Notices.  Except as otherwise  provided herein, any notice required or
          permitted  to be given  hereunder by any party shall be deemed to have
          been well and sufficiently given if mailed by prepaid registered mail,
          or sent by  facsimile  machine  ("faxed")  to, or  delivered  at,  the
          address of the party to whom it is directed  hereinbefore  set out, or
          at such other  reasonable  address at which  personal  delivery may be
          effected  as such party may from time to time give  notice of, and any
          such notice shall be deemed to have been received, if mailed, 72 hours
          after the time of mailng,  and if delivered or faxed, upon the date of
          delivery or faxing.  If normal mail service or fax service is impaired
          by strike, slowdown, forced majeure or other cause, then a notice sent
          by the  impaired  means  of  communication  will be  deemed  not to be
          received  utnil  actually  received,  and the party sending the notcie
          shall utilize  another  unimpaired  means of  communications  or shall
          deliver such notice in order to ensure prompt receipt thereof.

     7.6  Headings and  Divisions.  The divisions of this  Agreement into Parts,
          paragraphs  and  subparagraphs  and the  insertion of headings are for
          convenience  of reference  only and shall not affect the  structure or
          interpretation of this Agreement.

     7.7  Governing  Law.  This  Agreement  shall be  contrued  and  enforced in
          accordance with the laws of the Province of British Columbia, the laws
          of the Province of Alberta and the laws of Canada  applicable  therein
          and shall be treated in all respects as a British Columbia contract.

     7.8  Severability.  In the event that any  provisions of this  Agreement or
          any part of any  provision  shall be held to be  invalid,  illegal  or
          unenforceable,   it  shall  not  affect  the  validity,   legality  or
          enforceability  of any other  provision  or portion of a provision  of
          this Agreement.

     7.9  Entire  Agreement.  This  Agreement  and the  instruments  referred to
          herein  constitute  the entire  Agreement  between  the  parties  with
          respect  to  the  subject   matter  hereof  and  supersede  all  prior
          agreements, understandings, negotiations and discussions, whether oral
          or  written,  between  the  parties,  and  there  are  no  warranties,
          conditions, representations or other between the parties in connection
          with the  subject  matter  hereof  except  as  specifically  set forth
          herein.

     7.10 Successors and Assigns. This Agreement and everything contained herein
          shall enure to the benefit of and be binding  upon the parties  hereto
          and their respective heirs, executors, administrators,  successors and
          permitted assigns.

     7.11 Counterpart  Execution.  This Agreement may be executed in couterparts
          and such counterparts together shall constitute a single agreement.



         IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
the day and year first above-written.


WITNESS:                                       REVERE COMMUNICATIONS INC. by
                                               its authorized signatory:




                                                ------------------------------
                                                Xxxxx Xxxx, CEO




WITNESS:                                        ABDE HOLDINGS LTD.. by its
                                                authorized signatory:




                                              ---------------------------------
                                              Xxxx Xxxxxxxxxxxxx, President





                                  SCHEDULE "A"



                 EQUIPMENT, FURNISHINGS, LEASEHOLD IMPROVEMENTS
                                  ("Equipment")

Part I - at Richmond, B.C.

Computer System and Hardware

         File Server with Monitor
         Web Server
         Voice Mail Server (4 port)
         Service Bureau Server (12 port with Fax)
         2 Misc. Systems
         2 Office Systems with Monitor
         2 Development Systems with Monitor
         Printer
         Scanner
         AT & T Telecom Switch (without license) with Monitor
         3 Drive External RAID Chassis and Drives
         Fax Machine
         Inkjet Printer
         2-12 Port Network Hubs
         19" Rack System
         VGA/Mouse Digital Switch Box
         Misc. Voice Boards



Furniture and Fixtures

         Boardroom Table
         6 Boardroom Chairs
         2 "Mahogany" Desks
         2 "Mahogany" File Cabinets
         2 Office Desks
         5 Steno Chairs
         Lateral File Cabinet
         Trade Show Booth
         NEC 2000 Telephone Phone System w. 4 sets
         Miscellaneous Office Equipment (incl. cutter, binding machine,
         laminator, label
         machine)




Part II - at Calgary, AB

Computer System and Hardware

         Domain  Controller/File  Server with  Monitor ISDN Switch with 24 Voice
         Resources/48 Network Resources T-1 Switch (Telephony Experts 24 Voice -
         (leased)  Resources/48 Network Resources 19" Rack 5 Drive External RAID
         Chassis and Drives Accton Network Hub Ascend Pipeline Router  VGA/Mouse
         Digital Switch Box
         5 Full Size Tower Pentium 100 Computers w. 64M Ram and network cards (1
         w. damaged  power supply) 5 Mini Tower Pentium 100 Computers w. 32M Ram
         and  network/sound  cards 1 Mini Tower  Pentium 233 Computer w. 32M Ram
         and  network/sound  cards and CD Rom. 5 - 14" SVGA Monitors 1 - 14" VGA
         Monitor 1 - 17" SVGA Monitor 2 US Robotics modems 1 Ascend ISDN modem 1
         - 10 port hub Miscellaneous spare parts Telephone Cards
                  7 - dialogic D41/D 2 - dialogic 4D 1 - dialogic 12 port
         NEC telephone system w. 5 sets