EXHIBIT 2.i
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (the "AGREEMENT"), dated to be effective as
of the 1st day of October, 1996, is by and among TOTAL WORLD TELECOMMUNICATIONS,
INC., a Delaware corporation (the "PURCHASER" which term shall include the
subsidiaries of the Purchaser), NETTOUCH COMMUNICATIONS, INC., a Texas
corporation (the "COMPANY"), and the shareholders of the Company, TELECOM
RESOURCES, INC., a Texas Corporation ("TRI") and XXX XXXX ("XXXX") (TRI and Zant
being individually referred to herein as a "SELLER" and collectively referred to
herein as the "SELLERS").
W I T N E S S E T H:
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WHEREAS, the Sellers are the owners of all of the issued and outstanding
shares of the capital stock (the "SHARES") of the Company; and
WHEREAS, the Sellers desire to sell and the Purchaser desires to buy the
Shares, on the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE OF SHARES
Subject to and upon the terms and conditions of this Agreement, the
Sellers agree to sell to the Purchaser and transfer ownership of, and the
Purchaser agrees to purchase from the Sellers, all of the Shares, as of the
Closing Date (as hereinafter defined). The number of Shares owned by each of the
Sellers is listed on SCHEDULE 1.1 hereto.
ARTICLE II
PURCHASE PRICE
2.1 PURCHASE PRICE. The purchase price for the Shares being sold to the
Purchaser hereunder shall be the sum of (a) $2,400,000 (the "INITIAL PURCHASE
PRICE"), plus (b) the additional payments set forth below in SECTION 2.2 (the
"ADDITIONAL PURCHASE PRICE"), plus (c) the issuance of the warrants (the
"WARRANTS") in the form of EXHIBIT A attached hereto. The Initial Purchase
EX 2.i-1
Price, the Additional Purchase Price and the Warrants are hereinafter referred
to as the "PURCHASE PRICE." The Initial Purchase Price shall be payable by the
Purchaser by certified check, wire transfer or other immediately available
funds. The Additional Purchase Price shall be payable as set forth in SECTION
2.2 hereof. The Purchase Price shall be payable to the individual Sellers in
accordance with each Seller's respective percentage ownership of the Shares, as
set forth in SCHEDULE 1.1 hereto.
2.2 Additional Purchase Price.
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(a) The Additional Purchase Price shall be equal to a maximum of
$4,800,000 (the "MAXIMUM AMOUNT") and shall be payable by
certified check, wire transfer or other immediately available
funds. The Additional Purchase Price shall be calculated as
provided in this SECTION 2.2 and shall be paid by the
Purchaser to the Sellers until the Maximum Amount has been
received by the Sellers. Time is of the essence with respect
to the payment of an Additional Purchase Price hereunder.
Notwithstanding anything else contained herein, or in any of
the other documents or agreements executed in connection
herewith, any breach of the Purchaser's obligations under this
SECTION 2.2 shall allow the Sellers to suspend, without
liability, any performance of either of them pursuant to this
Agreement or any other document or agreement executed in
connection herewith.
(b) (i) Beginning with the month ended November 30, 1996, and in
each month thereafter until the Maximum Amount has been
received by the Sellers, the Purchaser shall cause the gross
revenues for the Company to be calculated for such month. Such
gross revenues shall be rounded up to the next highest
$100,000 increment (the "ROUNDED GROSS REVENUES") (by way of
example only, if gross revenues for a month were $2,631,000,
Rounded Gross Revenues would be equal to $2,700,000 for that
month, and if gross revenues for a month were $2,661,000,
Rounded Gross Revenues would be equal to $2,700,000 for that
month). (ii) Rounded Gross Revenues for any month shall be
reduced by the highest Rounded Gross Revenues calculated for
any previous month, but no earlier than November, 1996, and
for which the Sellers have received payment of any Additional
Purchase Price, if any, owed to them pursuant to the terms of
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this SECTION 2.2 (the "ADJUSTED GROSS REVENUES"). No reduction
to Rounded Gross Revenues shall be made for November, 1996.
(iii) For each month in which Adjusted Gross Revenues exceed
zero the Purchaser shall pay an amount to the Sellers equal to
such Adjusted Gross Revenues multiplied by 2.4, which such
amount shall be Additional Purchase Price (by way of example
only, if Adjusted Gross Revenues for a month were equal to
$200,000, the Purchaser would pay the Sellers $480,000). (iv)
The Purchaser shall cause the calculations of Rounded Gross
Revenues, Adjusted Gross Revenues and the Additional Purchase
Price for any month to be made on or prior to the 20th day of
the next succeeding month. (v) The payment of any Additional
Purchase Price by the Purchaser for any month shall be made to
the Sellers on or prior to the last day of the next succeeding
month, except for the payment due for the month ending
November 30, 1996, which shall be due on January 2, 1997.
(c) For the purposes of the calculations made pursuant to this
SECTION 2.2, until the Maximum Amount has been received by the
Sellers, the Purchaser shall cause the Company to maintain
separate records with respect to the Company's business in a
manner which accurately reflects the business of the Company
as if it continued to be operated as a separate business. All
calculations made pursuant to this SECTION 2.2 shall be done
in accordance with generally accepted accounting principles,
consistently applied.
(d) With respect to each month, the Purchaser shall deliver a
statement to each of the Sellers showing the calculation of
Rounded Gross Revenues, Adjusted Gross Revenues and Additional
Purchase Price for such month and cumulative Additional
Purchase Price paid through such month on or prior to the 22nd
day of the next succeeding month. Unless any Seller notifies
the Purchaser in writing that such Seller disagrees with the
Purchaser's determinations within five (5) days after receipt
of such written determinations, then such determinations shall
be conclusive and binding upon the Sellers and the Purchaser.
If any Seller disagrees with such determinations, and within
the aforementioned five (5) day period has notified the
Purchaser, in writing, thereof, specifying in detail the basis
EX 2.i-3
of such disagreement, then such Seller and the Purchaser shall
attempt to resolve their differences with respect thereto
within five (5) days after the Purchaser's receipt of written
notice of such disagreement. Any such dispute that is not
resolved within such five (5) day period shall be submitted to
binding resolution by either (i) an independent accounting
firm selected within ten (10) days thereafter by agreement of
such Seller and the Purchaser or (ii) in the event such Seller
and the Purchaser have been unable to select a firm by
agreement within the prescribed time period, a "Big Six"
accounting firm selected by lot, after eliminating the
accountants of the Purchaser. The determinations of any
accounting firm so selected (the "REVIEW ACCOUNTANTS") with
respect to the determinations to be made pursuant to this
SECTION 2.2 shall be conclusive and binding upon the parties.
The Purchaser and the objecting Seller shall each pay one-half
of the fees and expenses of any Review Accountants selected to
resolve any dispute between the parties regarding such
determination.
(e) In the event that the determinations to be made pursuant to
this SECTION 2.2 are contested by a Seller, the amount of any
uncontested portion shall be paid as aforesaid and the
balance, if any, shall be paid within ten (10) days after the
determinations become final pursuant to the provisions of
SECTION 2.2(D).
ARTICLE III
CLOSING
3.1 CLOSING. The closing of the transactions contemplated hereby (the
"CLOSING") shall take place on or before December 16, 1996, at the offices of
Jenkens & Xxxxxxxxx, a Professional Corporation, 0000 Xxxx Xxxxxx, Xxxxx 0000,
Xxxxxx, Xxxxx 00000 or at such other time or place as may be agreed upon in
writing by the Purchaser and the Sellers (the "CLOSING DATE").
3.2 SELLERS DELIVERIES. At the Closing, the Sellers shall deliver
certificates representing the Shares together with appropriate executed stock
transfer powers, satisfactory to the Purchaser, validly transferring such Shares
to the Purchaser. In addition, the Sellers shall deliver the agreements,
documents and other instruments set forth in ARTICLE VI hereof.
EX 2.i-4
3.3 PURCHASER DELIVERIES. At the Closing, the Purchaser shall deliver to
the Sellers the Initial Purchase Price against tender of the Shares, the
Warrants and other instruments, documents and agreements set forth in ARTICLE
VII hereof.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF NETTOUCH AND SHAREHOLDERS
The Company and the Sellers represent and warrant to the Purchaser as
follows:
4.1 ORGANIZATION AND GOOD STANDING; OWNERSHIP OF SHARES. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Texas, and is entitled to own or lease its properties and to
carry on its business as and in the places where such properties are now owned,
leased or operated and such business is now conducted. The Company is duly
licensed or qualified and in good standing as a foreign corporation where the
character of the properties owned by it or the nature of the business transacted
by it make such licenses or qualifications necessary, and further where the
failure to be so qualified would have a material adverse effect on the business
or properties of the Company. The Company does not have any subsidiaries. There
are no outstanding subscriptions, rights, options, warrants or other agreements
obligating the Company to issue, sell or transfer any stock or other securities
of the Company.
4.2 OWNERSHIP OF SHARES. The Sellers are the owners of record and
beneficially own all of the Shares free and clear of all rights, claims, liens
and encumbrances, and which Shares have not been sold, pledged, assigned or
otherwise transferred or subject to an option to purchase except pursuant to
this Agreement.
4.3 FINANCIAL STATEMENTS, BOOKS AND RECORDS. SCHEDULE 4.3 consists of the
unaudited balance sheet of the Company as at November 30, 1996 (the "BALANCE
SHEET") and the related statement of operations for the period then ended
(collectively the "FINANCIAL STATEMENTS"). The Financial Statements fairly
represent the financial position of the Company as at such dates and the results
of its operations for the period then ended. The Financial Statements were
prepared in accordance with generally accepted accounting principles applied on
a consistent basis with prior periods except as otherwise disclosed in the
Financial Statements. The books of account and other financial records of the
Company, financial or otherwise, are in all material respects complete and
correct and are maintained in accordance with sound business and accounting
practices.
EX 2.i-5
4.4 NO MATERIAL ADVERSE CHANGES. Except as set forth on SCHEDULE 4.4,
since the date of the Balance Sheet there has not been:
(a) any material adverse change in the assets, operations,
condition (financial or otherwise) or prospective business of
the Company;
(b) any incurrence by the Company of any indebtedness for borrowed
money, except for indebtedness to Purchaser;
(c) any damage, destruction or loss materially affecting the
assets, prospective business, operations or condition
(financial or otherwise) of the Company, whether or not
covered by insurance;
(d) any declaration, setting aside or payment of any dividend or
distribution with respect to any redemption or repurchase of
capital stock of the Company;
(e) any sale of an asset (other than in the ordinary course of
business) or any mortgage or pledge by the Company of any
properties or assets;
(f) any termination or failure to renew, or receipt of any threat
(that was not subsequently withdrawn) to terminate or fail to
renew, any contract or other agreement; or
(g) except in the ordinary course of business, any contract,
agreement or transaction consummated, other than the issuance
of stock to the Sellers.
4.5 TAXES. The Company has prepared and filed all federal, state and local
tax returns of every kind and category (including, without limitation, income
taxes, estimated taxes, excise taxes, sales taxes, inventory taxes, use taxes,
gross receipt taxes, franchise taxes and property taxes) for all periods prior
to and through the date hereof for which any such returns have been required to
be filed by it except where the failure to make such filings and resulting
liability would not be material relative to the results of operations of the
Company. The Company has paid all taxes shown to be due by said returns or on
any assessments received by it or has made adequate provision for the payment
thereof, except as set forth on the Balance Sheet.
EX 2.i-6
4.6 COMPLIANCE WITH LAWS. Except as set forth on SCHEDULE 4.6, the Company
has complied in all material respects with all federal, state, county and local
laws, ordinances, regulations, inspections, orders, judgments, injunctions,
awards or decrees applicable to it or its business which, if not complied with,
would materially and adversely affect the business of the Company, or except to
the extent that noncompliance would not result in the incurrence of any material
liability for the Company.
4.7 NO BREACH. The execution, delivery and performance of this Agreement
and the consummation of the transactions contemplated hereby will not:
(a) violate any provision of the Articles of Incorporation or
By-Laws of the Company;
(b) violate, conflict with or result in the material breach of any
of the terms of, result in a material modification of,
otherwise give any other contracting party the right to
terminate, or constitute (or with notice or lapse of time or
both constitute) a material default under, any contract or
other agreement to which the Company is a party or by or to
which it or any of its assets or properties may be bound or
subject;
(c) violate in any material respect any municipal, state or
federal law or ordinances in connection with the use of the
Company's facilities whereat the Company conducts its business
or in connection with the operation of the business of the
Company (the foregoing representation being limited solely to
the knowledge and belief of the Company and the Sellers); or
(d) violate in any material respect any statute, law or regulation
of any jurisdiction applicable to the transactions
contemplated herein (the foregoing representation being
limited solely to the knowledge and belief of the Company and
the Sellers).
4.8 ACTIONS AND PROCEEDINGS. There is no outstanding order, judgment,
injunction, award or decree of any court, governmental or regulatory body or
arbitration tribunal against or involving the Company. There is no action, suit
or claim or legal, administrative or arbitral proceeding or any investigation
(whether or not the defense thereof or liabilities in respect thereof are
covered by insurance) pending or, to the best knowledge of the Company and the
EX 2.i-7
Sellers, threatened against or involving the Company, or any of its properties
or assets, which if determined adversely would result in a material adverse
effect on the Company. There is no fact, event or circumstances known to the
Company or the Sellers that Company or the Sellers know will give rise to any
suit, action, claim, investigation or proceeding that would be required to be
set forth on SCHEDULE 4.8 if currently pending or threatened, other than the
fact that the Company is a network marketing company and such companies bear
extreme scrutiny by state attorney generals and other governmental and
regulatory agencies.
4.9 AGREEMENTS. SCHEDULE 4.9 sets forth any material contract or
arrangement to which the Company is a party or by or to which it or its assets,
properties or business are bound or subject, whether oral or written, including
(but not limited to) any:
(a) contract or other agreement with any current or former
officer, director, shareholder, employee, consultant or agent;
(b) voting trust agreement or shareholders agreement;
(c) agreement or contract relating to any present indebtedness of
the Company, including (but not limited to) any bond,
debenture, loan, deed of trust, guarantee, security agreement,
pledge, mortgage or other document granting a security
interest in or lien on any asset of the Company;
(d) lease of real property;
(e) loan, advance or forgiveness of debt by the Company;
(f) lease of equipment, machinery, airplanes or any other goods;
(g) settlement agreement;
(h) service, distribution or supply agreement;
(i) broker, finder or agent agreement;
(j) any employment agreement, independent agents agreement or
agreement not-to-compete;
(k) employee benefit plan, including (but not limited to) pension,
profit sharing, retirement, deferred compensation, stock
purchase, bonus or severance plans; and
EX 2.i-8
(l) other material contract, agreement or arrangement whether or
not made in the ordinary course of business involving payments
or commitments for services or products amounting to in excess
of $25,000.
All of the agreements set forth on SCHEDULE 4.9 (except as otherwise set
forth on SCHEDULE 4.9) are valid, binding, enforceable, subsisting agreements,
in full force and effect. The Company is not in default in any material respect
under any of them (nor to the best of the Company's and the Sellers' knowledge
is any other party to any of such agreements, nor to the best of the Company's
and the Sellers' knowledge does any condition exist which with notice or lapse
of time or both would constitute a default thereunder) where such defaults,
considered in the aggregate, are material to the business, operations,
properties, assets, or condition of the Company, except as otherwise set forth
on SCHEDULE 4.9.
4.10 INSURANCE. SCHEDULE 4.10 sets forth a list and brief description of
all policies or binders of insurance, including (but not limited to) key-man
insurance, workmen's compensation and employer liability, automobile insurance,
product liability and title insurance (the "POLICIES"). The Policies on SCHEDULE
4.10 are valid and enforceable in accordance with their terms and are in full
force and effect.
4.11 BROKERS OR FINDERS. No broker's or finder's fee will be payable by
the Company in connection with the transactions contemplated by this Agreement,
nor will any such fee be incurred as a result of any actions by the Company or
the Sellers.
4.12 REAL ESTATE. SCHEDULE 4.12 sets forth a description of all real
property owned by the Company and all leases to which the Company is a party.
The present use by the Company of its facilities and the conduct by the Company
of its business does not violate in any material respect any laws, regulations
or orders. To the knowledge of the Company and the Sellers, there is no pending
legislation, regulation, ordinance or interpretation under consideration which
Sellers believe precludes or will preclude the Company from continuing to
operate its business in substantially the same manner as heretofore conducted.
4.13 TANGIBLE ASSETS. SCHEDULE 4.13 sets forth all machinery, equipment,
furniture, leasehold improvements, fixtures, vehicles, structures, any related
EX 2.i-9
capitalized items or other tangible property of the Company having a purchase
price of over $10,000 (the "TANGIBLE ASSETS"). Except as set forth on SCHEDULE
4.13, the Company holds all right, title and interest in all the properties,
interests in properties and assets, real, personal and mixed reflected as being
owned by it on the Balance Sheet or acquired by it after the date of the Balance
Sheet free and clear of all liens, pledges, mortgages, security interests,
conditional sales contracts or any other encumbrances, except as set forth on
SCHEDULE 4.13. All of the Tangible Assets are in good operating condition and
repair (subject to the need for routine maintenance) and are usable in the
ordinary course of business of the Company and, to the best of the Company's and
the Sellers' knowledge, conform to all applicable laws, ordinances and
governmental orders, rules and regulations relating to their construction and
operation.
4.14 LIABILITIES. As at the date of the Balance Sheet, except as set forth
on SCHEDULE 4.14, the Company does not have any direct or indirect indebtedness,
liability, claim, loss, damage, deficiency, obligation or responsibility, which
are material to its operations, and are of the type required to be reflected or
disclosed in a balance sheet prepared in accordance with generally accepted
accounting principles whether known or unknown, fixed or unfixed, liquidated or
unliquidated, secured or unsecured, accrued or absolute, contingent or
otherwise, including, without limitation, any liability on account of taxes, any
other governmental charge or lawsuit brought, (all of the foregoing collectively
defined to as "LIABILITIES"), which were not fully, fairly and adequately
reflected on the Balance Sheet. As of the Closing Date, the Company will not
have any Liabilities, other than Liabilities fully and adequately reflected on
the Balance Sheet or on SCHEDULE 4.14, except for Liabilities incurred since the
date of the Balance Sheet, in the ordinary course of business.
4.15 RECEIVABLES. All outstanding accounts receivables (trade or other) of
the Company shown in the Financial Statements are bona fide, arose in the
ordinary course of business at the aggregate amounts thereof and, to the
knowledge of the Company and the Sellers, they have no reason to believe that
such receivables are not current and collectable in full within ninety (90) days
of the date hereof. No account is more than ninety (90) days overdue, except as
disclosed on Schedule 4.15. In addition, except as otherwise set forth on
SCHEDULE 4.15, to the knowledge of the Company and the Sellers, none of such
accounts receivable are subject to any stated claim or offset, recoupment,
set-off or circumstances giving rise to any such claims against it. No person
has any lien on such receivables, or any part thereto, and no agreement for
deduction or discount has been made with respect to any of such receivables.
EX 2.i-10
4.16 INTANGIBLE PROPERTY. Except as set forth on SCHEDULE 4.16, the
Company is the owner or licensee of, or otherwise has the right to use all
copyrights, trademarks, patents, trade names, service marks, licenses,
inventions, all registrations and applications in respect thereof, and all other
items of intangible property which are owned, used by or accrue to the benefit
of the Company (collectively, the "INTANGIBLE PROPERTY") free and clear of all
material liens, encumbrances, security interests, pledges, claims, equities and
other restrictions or charges of any kind or nature whatsoever, and except as
disclosed on SCHEDULE 4.16, to the best of the Company's and the Shareholders'
knowledge, the Company's use of the Intangible Property has not and will not
conflict with, infringe upon or violate any proprietary right of any other
person. The Company has not received any claims or demands asserted against the
Company with respect to any items of Intangible Property and no proceedings have
been instituted, or are pending or, to the best knowledge of the Company and the
Sellers, have been threatened which challenge the rights of the Company with
respect to any items of Intangible Property.
4.17 RELATIONSHIPS WITH PRINCIPAL CUSTOMERS. No customer of the Company
which accounts for in excess of 10% of its revenues on an annual basis or group
of customers which account in the aggregate for in excess of 40% of the revenues
of the Company on an annual basis, has expressed any intention to terminate,
curtail or otherwise limit their relationship with the Company.
4.18 FULL DISCLOSURE. No representation or warranty by the Company or the
Sellers in this Agreement or in any schedule to be delivered by them pursuant
hereto, contains or will contain any untrue statement of a material fact or
omits or will omit to state any fact necessary to make any statement herein or
therein not materially misleading, when taken as a whole. To the best knowledge
of the Company and the Sellers, there is no fact, development or threatened
development (except for general economic conditions affecting business
generally) which the Company and the Sellers have not disclosed to Purchaser in
writing and which, so far as the Company and Sellers can reasonably foresee,
materially adversely affects the business of the Company.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Company and the
Sellers as follows:
5.1 ORGANIZATION AND GOOD STANDING. The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
EX 2.i-11
Delaware, and is entitled to own or lease its properties and to carry on its
business as and in the places where such properties are now owned, leased, or
operated and such businesses are now conducted. The Purchaser is duly licensed
or qualified and in good standing as a foreign corporation where the character
of the properties owned by it or the nature of the business transacted by it
make such license or qualification necessary and where the failure to be so
qualified would have a material adverse effect on the business or properties of
the Purchaser.
5.2 OUTSTANDING SHARES OF COMPANY. SCHEDULE 5.2 set forth, as of the date
hereof, the approximate number of shares of common stock ($.00001 par value) of
Purchaser which are issued and outstanding. The capitalization of the Purchaser
as at June 30, 1996 is set forth in the periodic reports ("PERIODIC REPORTS")
filed by the Company with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended and SCHEDULE 5.2 hereof. All issued
and outstanding shares of the capital stock of the Company are validly
authorized, legally issued, fully paid, and non-assessable and not issued in
violation of the preemptive or other right of any person. All shares of Company
Common Stock to be issued pursuant to the Warrants are validly authorized and
will be, when issued, legally issued, fully paid and non-assessable and not
issued in violation of any preemptive right of any person. The Company has
sufficient shares of its common stock authorized but unissued for the exercise
in full of the Warrants.
5.3 CONSIDERATION. This Agreement and all of the actions and agreements
contemplated herein have been duly authorized by all necessary corporate and any
stockholders actions. and constitute the legal, valid and binding obligations of
the Purchaser enforceable pursuant to their terms.
5.4 ACTIONS AND PROCEEDINGS. Except as set forth on SCHEDULE 5.4, (a)
there is no outstanding order, judgment, injunction, award or decree of any
court, governmental or regulatory body or arbitration tribunal against or
involving the Purchaser; and (b) there is no action, suit or claim or legal,
administrative or arbitral proceeding or any investigation (whether or not the
defense thereof or liabilities in respect thereof are covered by insurance)
pending or, to the best knowledge of the Purchaser, threatened against or
involving the Purchaser or properties or assets of the Purchaser. There is no
fact, event or circumstances known to the Purchaser that may give rise to any
suit, action, claim, investigation or proceeding that would be required to be
set forth on SCHEDULE 5.4 if currently pending or threatened.
EX 2.i-12
5.5 FINANCIAL STATEMENTS; BOOKS AND RECORDS. The financial statements
included in the Purchaser's Periodic Reports filed with the Securities and
Exchange Commission and previously delivered to the Company were prepared in
accordance with generally accepted accounting principles applied on a consistent
basis with prior periods except as otherwise stated therein, and such financial
statements fairly represent the financial position of the Purchaser as at the
date and the results of its operations for the period then ended.
5.6 NO MATERIAL ADVERSE CHANGES. Except as set forth on SCHEDULE 5.6,
since the date of the balance sheet at June 30, 1996, included in the financial
statements filed with the Securities and Exchange Commission, there has not been
any material adverse change in the assets, operations or condition (financial or
otherwise) of the Purchaser.
5.7 COMPLIANCE WITH LAWS. The Purchaser has complied with all federal,
state, county and local laws, ordinances, regulations, inspections, orders,
judgments, injunctions, awards or decrees applicable to its businesses which, if
not complied with, would materially and adversely affect the business of the
Purchaser.
5.8 NO BREACH. The execution, delivery and performance of this Agreement
and the consummation of the transactions contemplat- ed hereby will not:
(a) violate any provision of the Certificate of Incorporation or
By-Laws of the Purchaser;
(b) violate, conflict with or result in the breach of any of the
material terms of, result in a material modification of,
otherwise give any other contracting party the right to
terminate, or constitute (or with notice or lapse of time or
both constitute) a material default under, any contract or
other agreement to which the Purchaser is a party or by or to
which it or any of its assets or properties may be bound or
subject;
(c) violate in any material respect any order, judgment,
injunction, award or decree of any court, arbitrator or
governmental or regulatory body against, or binding upon the
Purchaser or upon the securities, properties or business of
the Purchaser; or
EX 2.i-13
(d) violate in any material respect any statute, law or regulation
of any jurisdiction applicable to the transactions
contemplated herein.
5.9 BROKERS OR FINDERS. No broker's or finder's fee will be payable by the
Purchaser in connection with the transactions contemplated by this Agreement,
nor will any such fee be incurred as a result of any actions by the Purchaser.
5.10 FILING UNDER THE SECURITIES ACT OF 1934. The Purchaser has filed, is
current with respect to all documents required to be filed by it under and is in
compliance with all rules and regulations of the Securities and Exchange
Commission, copies of which have been made available to the Company and the
Sellers. As of their respective dates, the Purchaser's reports filed under the
Securities Exchange Act of 1934, as amended, did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances in which they were made, not misleading.
5.11 FULL DISCLOSURE. No representation or warranty by the Purchaser in
this Agreement or in any schedule to be delivered by it pursuant hereto,
contains or will contain any untrue statement of a material fact or omits or
will omit to state any material fact necessary to make any statement herein or
therein not materially misleading. To the best knowledge of the Purchaser there
is no material fact, development or threatened development (except for general
economic conditions affecting business generally) which the Purchaser has not
disclosed in writing and which, so far as the Purchaser can reasonably foresee,
materially adversely affects the Purchaser or the transactions contemplated
hereby.
ARTICLE VI
CONDITIONS PRECEDENT TO THE OBLIGATION OF
THE PURCHASER TO CLOSE
The obligation of the Purchaser to purchase the Shares is subject to the
fulfillment on or prior to the Closing Date of the following conditions, any one
or more of which may be waived by the Purchaser in writing.
6.1 REPRESENTATIONS AND COVENANTS. The representations and warranties of
the Company and the Sellers contained in this Agreement shall be true in all
material respects as of the Closing. The Company and the Sellers shall have
performed and complied in all material respects with all covenants and
EX 2.i-14
agreements required by this Agreement to be performed or complied with by the
Company and the Sellers on or prior to the Closing Date.
6.2 GOVERNMENTAL PERMITS AND APPROVALS; CORPORATE AUTHORIZATION. Any and
all permits and approvals from any governmental or regulatory body required for
the lawful consummation of the Closing shall have been obtained. The Company
shall have delivered to the Purchaser:
(a) The Articles of Incorporation of the Company and all amendments
thereto, certified by the Secretary of State of Texas; and
(b) (i) copies of the Company's resolutions of its Board of
Directors authorizing and approving this Agreement and all of the
transactions and agreements contemplated hereby and thereby, (ii) the
Bylaws of the Company and (iii) the names of the officer or officers of
the Company authorized to execute this Agreement and any and all
documents, agreements and instruments contemplated herein, all certified
by the Secretary of the Company to be true, correct, complete and in full
force and effect and unmodified as of the Closing Date.
6.3 THIRD PARTY CONSENTS. All consents, permits and approvals from parties
to any contracts, loan agreements or other agreements with the Company which may
be required in connection with the performance by the Company or the Sellers of
their obligations under such contracts, loan agreements or other agreements
after the Closing Date shall have been obtained.
6.4 SATISFACTORY BUSINESS REVIEW. The Purchaser shall have in good faith
reasonably satisfied itself, after receipt and consideration of the documents,
schedules of the Company and after the Purchaser and its representatives have
completed the review of the business of the Company contemplated by this
Agreement, that none of the information revealed thereby or in the Financial
Statements has resulted in, or in the reasonable opinion of the Purchaser may
result in, a material adverse change in the assets, properties, business,
operations or condition (financial or otherwise) of the Company.
6.5 LITIGATION. No action, suit or proceeding shall have been instituted
before any court or governmental or regulatory body or instituted or threatened
by any governmental or regulatory body to restrain, modify or prevent the
carrying out of the transactions contemplated hereby or to seek damages or a
discovery order in connection with such transactions, or which has or may have,
in the reasonable opinion of the Purchaser, a materially adverse effect on the
EX 2.i-15
the assets, properties, business, operations or condition (financial or
otherwise) of the Company.
6.6 STOCK CERTIFICATES. At the Closing, the Sellers shall have delivered
the certificates for the Shares to be transferred to the Purchaser pursuant
hereto duly endorsed (or with executed stock powers) so as to make the Purchaser
the sole owner thereof.
6.7 SERVICE BUREAU AGREEMENT. At the Closing, the Company shall have
entered into a Service Bureau Agreement with TRI for enhanced telecommunications
services, network marketing, back office services and internet access services
in the form of EXHIBIT B annexed hereto.
6.8 EMPLOYMENT AGREEMENTS. At the Closing, the Company and the Purchaser
shall have entered into an Employment Agreement with Xxx Xxxx in the form of
EXHIBIT C annexed hereto.
6.9 CONSULTING AGREEMENT. At the Closing, the Company shall have entered
into a Consulting Agreement with Xxxxxxx X. XxXxxxxxx (or a newly formed
subchapter S corporation of which Xxxxxxx X. XxXxxxxxx is the sole shareholder
and employee) in the form of EXHIBIT D annexed hereto.
6.10 PROMISSORY NOTES. At the Closing:
(a) The Promissory Note dated on or about October 10, 1996, in the
principal amount of $100,000, by and between TRI, as Maker,
and the Purchaser's wholly-owned subsidiary, Total World
Telecom, Inc., as Payee, shall be canceled and returned to
TRI;
(b) The Promissory Note dated on or about October 4, 1996, in the
principal amount of $25,000, by and between TRI, as Maker, and
the Purchaser's wholly-owned subsidiary, Total World Telecom,
Inc., as Payee, shall be canceled and returned to TRI; and
(c) The Promissory Note dated on or about September 25, 1996, in
the principal amount of $25,000, by and between TRI, as Maker,
and the Purchaser's wholly-owned subsidiary, Total World
Telecom, Inc., as Payee, shall be canceled and returned to
TRI.
EX 2.i-16
ARTICLE VII
CONDITIONS PRECEDENT TO THE OBLIGATION OF
THE COMPANY AND SELLERS TO CLOSE
The obligation of the Company and the Sellers to sell the Shares is
subject to the fulfillment on or prior to the Closing Date of the following
conditions, any one or more of which may be waived in writing by the Sellers.
7.1 REPRESENTATIONS AND COVENANTS. The representations and warranties of
the Purchaser contained in this Agreement shall be true in all material respects
as of the Closing. The Purchaser shall have performed and complied with all
covenants and agreements required by this Agreement to be performed or complied
with by the Purchaser on or prior to the Closing Date.
7.2 GOVERNMENTAL PERMITS AND APPROVALS; CORPORATE AUTHORIZATION. Any and
all permits and approvals from any governmental or regulatory body required for
the lawful consummation of the Closing shall have been obtained. The Purchaser
shall have delivered to the Sellers:
(a) The Certificate of Incorporation of the Purchaser certified by
the Secretary of the Purchaser; and
(b) (i) copies of the Purchaser's resolutions of its Board of
Directors authorizing and approving this Agreement and all of the
transactions and agreements contemplated hereby and thereby, (ii) the
Bylaws of the Purchaser and (iii) the names of the officer or officers of
the Purchaser authorized to execute this Agreement and any and all
documents, agreements and instruments contemplated herein, all certified
by the Secretary of the Purchaser to be true, correct, complete and in
full force and effect and unmodified as of the Closing Date.
7.3 THIRD PARTY CONSENTS. All consents, permits and approvals from
parties to any contracts, loan agreements or other agreements with the Purchaser
which may be required in connection with the performance by the Purchaser of its
obligations under such contracts, loan agreements or other agreements after the
Closing shall have been obtained.
7.4 SATISFACTORY BUSINESS REVIEW. The Company and the Sellers shall have
in good faith reasonably satisfied themselves, after review of the information
provided hereby or in connection herewith, or following any discussions with
management or representatives of the Purchaser that none of the information
EX 2.i-17
revealed thereby has resulted in or in the reasonable opinion of the Company or
the Sellers may result in a material adverse change in the assets, properties,
business, operations or condition (financial or otherwise) of the Purchaser.
7.5 LITIGATION. No action, suit or proceeding shall have been instituted
before any court or governmental or regulatory body or instituted or threatened
by any governmental or regulatory body to restrain, modify or prevent the
carrying out of the transactions contemplated hereby or to seek damages or a
discovery order in connection with such transactions, or which has or may in the
reasonable opinion of the Company or the Sellers, have a materially adverse
effect on the assets, properties, business, operations or condition (financial
or otherwise) of the Purchaser.
7.6 PURCHASE PRICE. The Sellers shall have received the Initial Purchase
Price and the Warrants.
7.7 SERVICE BUREAU AGREEMENT. At the Closing, the Company shall have
entered into a Service Bureau Agreement with TRI for enhanced telecommunications
services, network marketing, back office services and internet access services
in the form of EXHIBIT B annexed hereto.
7.8 EMPLOYMENT AGREEMENT. At the Closing, the Purchaser and the Company
shall have entered into an Employment Agreement with Xxx Xxxx in the form of
EXHIBIT C annexed hereto.
7.9 CONSULTING AGREEMENT. At the Closing, the Company shall have entered
into a Consulting Agreement with Xxxxxxx X. XxXxxxxxx (or a newly formed
subchapter S corporation of which Xxxxxxx X. XxXxxxxxx is the sole shareholder
and employee) in the form of EXHIBIT D annexed hereto.
7.10 PROMISSORY NOTES. At the Closing:
(a) The Promissory Note dated on or about October 10, 1996, in the
principal amount of $100,000, by and between TRI, as Maker,
and the Purchaser's wholly-owned subsidiary, Total World
Telecom, Inc., as Payee, shall be canceled and returned to
TRI;
(b) The Promissory Note dated on or about October 4, 1996, in the
principal amount of $25,000, by and between TRI, as Maker, and
the Purchaser's wholly-owned subsidiary, Total World Telecom,
Inc., as Payee, shall be canceled and returned to TRI; and
EX 2.i-18
(c) The Promissory Note dated on or about September 25, 1996, in
the principal amount of $25,000, by and between TRI, as Maker,
and the Purchaser's wholly-owned subsidiary, Total World
Telecom, Inc., as Payee, shall be canceled and returned to
TRI.
ARTICLE VIII
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
OF THE COMPANY AND THE SELLERS
Notwithstanding any right of the Purchaser fully to investigate the
affairs of the Company, the Purchaser shall have the right to rely fully upon
the representations, warranties, covenants and agreements of the Company and the
Sellers contained in this Agreement or in any document delivered to the
Purchaser by the Company or the Sellers or any of their representatives at the
Closing, in connection with the transactions contemplated by this Agreement. All
such representations, warranties, covenants and agreements shall survive the
execution and delivery hereof and the Closing hereunder for twelve (12) months
following the Closing Date.
ARTICLE IX
SURVIVAL OF REPRESENTATIONS AND WARRANTIES OF
THE PURCHASER
Notwithstanding any right of the Company and the Sellers fully to
investigate the affairs of the Purchaser, the Company and the Sellers have the
right to rely fully upon the representations, warranties, covenants and
agreements of the Purchaser contained in this Agreement or in any document
delivered to the Company or Sellers by the Purchaser or any of its
representatives at the Closing, in connection with the transactions contemplated
by this Agreement. All such representations, warranties, covenants and
agreements shall survive the execution and delivery hereof and the Closing
hereunder for twelve (12) months following the Closing Date.
ARTICLE X
INDEMNIFICATION
10.1 OBLIGATION OF THE COMPANY AND THE SELLERS TO INDEMNIFY. Subject to
the limitations on the survival of representations and warranties contained in
ARTICLE VIII, the Sellers severally hereby agree to indemnify, defend and hold
harmless, in proportion to their ownership of the Shares as reflected in
EX 2.i-19
SCHEDULE 1.1, the Purchaser from and against any losses, liabilities, damages,
deficiencies, costs or expenses (including interest, penalties and reasonable
attorneys' fees and disbursements) ("LOSS" or "LOSSES") based upon, arising out
of or otherwise due to any inaccuracy in or any breach of any representation,
warranty, covenant or agreement of the Company or the Sellers contained in this
Agreement or in any Schedule; PROVIDED, HOWEVER, that the Sellers shall have no
liability under this Agreement (including under this SECTION 10.1) until the
aggregate of all Losses exceeds $60,000, and the Sellers shall only be liable
for the portion of such Losses exceeding $60,000. The entire liability of
Sellers under this Agreement shall not exceed the Initial Purchase Price (and
not including consideration paid under ancillary agreements).
10.2 OBLIGATION OF THE PURCHASER TO INDEMNIFY. Subject to the limitations
on the survival of representations and warranties contained in ARTICLE IX, the
Purchaser agrees to indemnify, defend and hold harmless the Sellers and the
Company from and against any Loss, based upon, arising out of or otherwise due
to any inaccuracy in or any breach of any representation, warranty, covenant or
agreement made by the Purchaser and contained in this Agreement or in any
Schedule; PROVIDED, HOWEVER, that the Purchaser shall have no liability due to
an inaccuracy or breach of a non-payment provision under this Agreement
(including under this SECTION 10.2) unless such inaccuracy or breach of a
non-payment provision very substantially reduces the value of the Warrants.
10.3 CLAIMS BY THIRD PARTIES. Promptly after receipt by any party hereto
(the "INDEMNITEE") of notice of any demand, claim or circumstances which, with
the lapse of time, would give rise to a claim or the commencement (or threatened
commencement) of any action, proceeding or investigation (an "ASSERTED
LIABILITY") that may result in a Loss, the Indemnitee shall give notice thereof
(the "CLAIMS NOTICE") to the other party or parties (the "INDEMNITOR"). The
Claims Notice shall describe the Asserted Liability in reasonable detail, and
shall indicate the amount (estimated, if necessary) of the Loss that has been or
may be suffered by the Indemnitee.
10.4 OPPORTUNITY TO DEFEND. Indemnitor may elect to compromise or defend,
at its own expense and by its own counsel, any Asserted Liability. If the
Indemnitor elects to compromise or defend such Asserted Liability, it shall
within fifteen (15) days (or sooner, if the nature of the Asserted Liability so
requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall
cooperate, at the expense of the Indemnitor in the compromise of, or defense
against, such Asserted Liability. The Indemnitee may participate at its own
expense, in the defense of such Asserted Liability. If Indemnitor elects not to
EX 2.i-20
compromise or defend the Asserted Liability, fails to notify the Indemnitee of
its election as herein provided, contests its obligations to indemnify under
this Agreement, or at any time fails to pursue in good faith the resolution of
any Asserted Liability, in the opinion of Indemnitee, then Indemnitee may, upon
ten (10) days' notice to Indemnitor pay, compromise or defend any such Asserted
Liability. If the Indemnitor choose to defend any claim, the Indemnitee shall
make available to the Indemnitor any books, records or other documents within
its control that are necessary or appropriate for such defense.
10.5 EXCLUSIVITY. The provisions of this ARTICLE X shall be the exclusive
basis for the assertion of claims by or the imposition of liability on the
parties here to arising under or as a result of this Agreement (but not the
ancillary agreements annexed hereto); PROVIDED, HOWEVER, nothing herein shall
preclude a party from asserting a claim for equitable, non-monetary remedies.
10.6 LIMITATION. A party shall have no liability under this ARTICLE X
unless notice of claim for indemnity shall have been given prior to November 1,
1997.
ARTICLE XI
POST-CLOSING COVENANTS
11.1 AFFIRMATIVE COVENANTS. The Sellers and the Purchaser agree that
following the Closing and until the Maximum Amount has been received by the
Sellers, the books and records of the Company shall, at the Company's expense,
be audited annually by the Purchaser's accountants.
11.2 NEGATIVE COVENANTS. The Sellers and the Purchaser agree that
following the Closing and until January 1, 1998, the Purchaser shall not (and,
if applicable, shall cause its affiliates not to), without the written consent
of the Sellers:
(a) terminate Xxx Xxxx'x Employment Agreement or relieve him of
his duties as President of the Company;
(b) cause any transactions which could result in sales and/or
revenues to the Company to be entered into by another
subsidiary of the Purchaser or any other affiliate of the
Purchaser;
(c) cause the Company to sell, convey or otherwise dispose of a
material portion of the property, assets or business of the
Company;
EX 2.i-21
(d) merge or consolidate the Company into or with any other
corporation, partnership or other entity;
(e) cause the Company to materially change the business of the
Company to a business outside of its present field of
endeavor;
(f) cause the Company to incur indebtedness for borrowed money
under any credit facilities to beentered into subsequent to
the date hereof; PROVIDED, HOWEVER, that this prohibition
shall not apply to indebtedness under any credit facilities of
the Purchaser and shall not prevent or restrict the Purchaser
from causing the Company to grant a security interest or other
lien in its assets, or from guaranteeing the obligations of
the Purchaser, to any of the Purchaser's lenders;
(g) effect any transaction or series of related transactions in
which more than 25% of the voting power of the Company is
disposed of other than to affiliates of the Purchaser; or
(h) cause the Company to enter into any transaction with the
Purchaser or any affiliate of the Purchaser except in the
ordinary course and pursuant to the reasonable requirements of
the Company's business and upon fair and reasonable terms no
less favorable to the Company than would be obtained in a
comparable arms-length transaction with a third-party.
ARTICLE XII
MISCELLANEOUS
12.1 PUBLICITY. No publicity release or announcement concerning this
Agreement or the transactions contemplated hereby shall be issued by either
party at any time from the signing hereof without advance approval in writing of
the form and substance thereof by the other party.
12.2 NOTICES. Any notice or other communication required or which may
given hereunder shall be in writing by a party or by an attorney to a party and
shall be delivered personally, telegraphed, telexed, sent by facsimile
transmission or sent by certified, registered, or express mail, postage prepaid,
and shall be deemed given when so delivered personally, telegraphed, telexed or
EX 2.i-22
sent by facsimile transmission or if mailed, four (4) days after the date of
mailing, as follows:
(i) If to the Purchaser:
TOTAL WORLD TELECOMMUNICATIONS, INC.
c/o Xxxxxx Xxxxxxx
0000 Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
With a copy to:
Xxxxx X. Xxxxxxxxx, Esq.
Atlas, Xxxxxxxx, Trop & Borkson, P.A.
000 Xxxx Xxx Xxxx Xxxx.
Xxxxx 0000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
(ii) If to Telecom Resources, Inc.
TELECOM RESOURCES, INC.
0000 Xxxxxxxx Xxxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. XxXxxxxxx
With a copy to:
P. Xxxxxx Xxxxxxxxx, Xx.
Jenkens & Xxxxxxxxx, P.C.
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
(iii) If to Zant
Xxxxx Xxxx, III
000 Xxxxxx Xxxx Xxxxx Xx. 000
Xxxxxxxx, Xxxxxxx 00000
Any party may by notice given in accordance with this Section to the other
parties designate another address or person for receipt of notice hereunder.
12.3 ENTIRE AGREEMENT. This Agreement (including the Exhibits and
Schedules hereto) and the collateral agreements executed in connection with the
consummation of the transactions contemplated herein contain the entire
agreement among the parties with respect to the delivery of the Shares, the
Warrants and related transactions, and supersede all prior agreements, written
or oral, with respect thereto.
EX 2.i-23
12.4 WAIVERS AND AMENDMENTS. This Agreement may be amended, modified,
superseded, canceled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by the parties or, in the
case of a waiver, by the party waiving compliance. No delay on the part of any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any party of any right,
power or privilege hereunder, nor any single or partial exercise of any right,
power or privilege hereunder, preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder. The rights and
remedies herein provided are cumulative and are not exclusive of any rights or
remedies which any party may otherwise have at law or in equity. The rights and
remedies of any party based upon, arising out of or otherwise in respect of any
inaccuracy in or breach of any representation, warranty, covenant or agreement
contained in this Agreement shall in no way be limited by the fact that the act,
omission, occurrence or other state of facts upon which the claim of any
inaccuracy or breach is based may also be the subject matter of any other
representation, warranty, covenant or agreement contained in this Agreement (or
in any other agreement between the parties) as to which there is no inaccuracy
or breach.
12.5 GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Texas applicable to agreements made and
to be performed entirely within such State.
12.6 NO ASSIGNMENT. This Agreement is not assignable except by operation
of law.
12.7 EXHIBITS AND SCHEDULES. The Exhibits and Schedules to this Agreement
are a part of this Agreement as if set forth in full herein.
12.8 HEADINGS. The headings in this Agreement are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.
12.9 SEVERABILITY OF PROVISIONS. The invalidity or unenforceability of any
term, phrase, clause, paragraph, restriction, covenant, agreement or other
provision of this Agreement shall in no way affect the validity or enforcement
of any other provision or any part thereof.
EX 2.i-24
12.10 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed, shall constitute an original copy
hereof, but all of which together shall be considered to be but one and the same
document.
12.11 ATTORNEY'S FEES AND COSTS. In connection with any litigation arising
out of this Agreement or the parties relationship as contemplated herein, the
prevailing party will be entitled to recover all expenses incurred, including
reasonable attorney's fees and courts costs and any and all fees in connection
with any appellate proceeding occasioned as a result thereof.
12.12 GENDER. The use of the singular herein shall be deemed to include
the plural and the use of the plural shall be deemed to include the singular.
12.13 ADDITIONAL DEFINITIONS. As used herein "best knowledge" shall
include only information actually known to (a) the person in the case of an
individual or (b) in the case of a corporation, a current officer who devoted
substantive attention to matters of such nature during the ordinary course of
his or her employment. "Person" shall include a person, corporation, partnership
or other legal entity.
12.14 SPECIFIC PERFORMANCE. The parties agree that the agreements of the
parties hereunder are unique and that the parties will be irreparably harmed in
the event this Agreement is not specifically enforced. The parties further agree
it is impossible to measure in money the damage which will accrue by reason of a
refusal by a party to perform its obligations under this Agreement. Therefore,
in the event that any party shall institute any action to enforce the provisions
of this Agreement, the parties hereby acknowledge that the other party does not
have an adequate remedy at law and that injunctive or other equitable relief
will not constitute any hardship on the parties and that this Agreement and the
obligations of the parties may be specifically enforced.
12.15 JURISDICTION. Each of the parties submit to the jurisdiction of any
state or federal court sitting in or near Dallas County, Texas, in any action or
proceeding arising out of or relating to this Agreement and agrees that all
claims in respect of the action or proceeding may be heard and determined in any
such court. Each party also agrees not to bring any action or proceeding arising
out of or relating to this Agreement in any other court. Each of the parties
waives any defense of inconvenient forum to the maintenance of any action or
proceeding so brought and waives any bond, surety, or other security that might
be required of any other party with respect thereto. Any party may make service
EX 2.i-25
on any other party by sending or delivering a copy of the process to the party
to be served at the address and in the manner provided for the giving of notices
in SECTION 12.2 above. Nothing in this SECTION 12.15, however, shall affect the
right of any party to serve legal process in any other manner permitted by law
or at equity. Each party agrees that a final judgment in any action or
proceeding so brought shall be conclusive and may be enforced by suit on the
judgment or in any other manner provided by law or at equity.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date first above written.
ATTEST TOTAL WORLD TELECOMMUNICATIONS, INC.
By:_________________________________________
Secretary Name:
Title:
ATTEST NETTOUCH COMMUNICATIONS, INC.
By:_________________________________________
Secretary Name:
Its: President
ATTEST TELECOM RESOURCES, INC.
By:_________________________________________
Secretary Name:
Its: President
____________________________________________
XXX XXXX
EX 2.i-26
