EXHIBIT 10.10
PRE-EMPTION AGREEMENT
This Pre-emption Agreement is dated as of 29th September 1997, between
Carnegie International Corporation, a Colorado Corporation ("Carnegie") and
Tiller Holdings Ltd, an Anguillan Corporation ("Tiller").
In consideration of the mutual consents and obligations herein set
forth, the parties hereto hereby agree as follows:
1. Definitions and Interpretation
Unless the contrary is provided or the context otherwise requires
the term and expressions used in this Agreement shall have the
same meaning as in the agreement dated 30th September 1997 between
Carnegie and Tiller for the sale and purchase of the entire issued
share capital of each of Profit Thru Telecommunications (Europe)
Limited and Talidan Limited (the "Purchase Agreement").
2. Right of Pre-emption
If, during the period of three years from the date hereof (the
"Pre-emption Period") Tiller wishes to dispose of any interest it
may have in any telecommunications business, it shall first offer
such interest to Carnegie and Carnegie shall have 10 days
therefrom to confirm whether or not it wishes to accept such offer
after which time Tiller shall be entitled to market such interest
to any other party.
3. Options
3.1. In consideration of entering into this agreement, Carnegie
shall issue to Tiller or its successors and assigns an
option which:
(a) is evidenced by an agreement in the agreed form;
(b) entitles Tiller (or its assignee) at any time during
the Pre-emption Period to have issued to it or them
for the consideration set out therein new Carnegie
Shares having an aggregate value (at the average price
("the Price") per Carnegie Share quoted by the NASD
Over the Counter Bulletin Board Service ("OTCBB") for
the 30 consecutive trading days prior to the date
of the service of the relevant exercise notice) of
$2,500,000.
3.2. On the date of their issue, the shares issued pursuant to
the Option shall have the same rights and shall rank pari
passu in all respects with the Carnegie Shares then in
issue.
In witness whereof this Agreement has been entered into on the day and
year first above written.
Executed for and on behalf of ) /s/ Xxxxxx Xxxxxx
As President
Carnegie International Corporation )
Executed for and on behalf of ) /s/
Duly Authorized
Tiller Holdings Ltd. )
- 2 -
