ENGLISH TRANSLATION
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SHARE PURCHASE AGREEMENT EXECUTED BETWEEN AMERICAN TELESOURCE INTERNATIONAL,
INC., REPRESENTED BY XXXXXX XXXX XXXXX XXXXXX, HEREINAFTER REFERRED TO AS
"SELLER" and GOODCOM MANAGEMENT, LTD., REPRESENTED BY XXXXX DEL XXXXXX XXXXXXXX
XXXX, HEREINAFTER REFERRED TO AS "PURCHASER" IN ACCORDANCE WITH THE FOLLOWING
RECITALS AND CLAUSES.
RECITALS
I. THE SELLER THROUGH ITS REPRESENTATIVE HEREBY STATES;
I.1 That it is a Canadian corporation incorporated in accordance with the
laws of Canada, with its address in the province of Ontario and does not have a
domicile in the Mexican Republic.
I.2 That it is a shareholder of the Mexican corporation "Sistema de
Telefonia Computarizada, S.A. de C.V." (Sistecom) incorporated under document
number 45,443 on March 8, 1994 before Lic. Xxxxxx Xxxxx Xxxxxx, Notary Public 64
in Guadalajara, Jalisco and duly inscribed in the Public Property Registry and
Commerce Registry in Guadalajara, Jalisco.
I.3 That it is the owner of 10,652 (ten thousand six hundred and fifty
two) shares with a par value of $1,000 (One thousand pesos) of which 50 (fifty)
correspond to Series A shares, which represents the minimum capital of Sistecom
(Shares).
I.4 That it desires to execute this Purchase agreement with the Purchaser
hereby transferring ownership to the Purchaser of such shares under the terms
and conditions of this Agreement.
I.5 That its representative has the legal authority to execute this
Agreement and such authority has not been revoked nor modified in any way.
II. THE PURCHASER THROUGH ITS REPRESENTATIVE HEREBY STATES:
II.1 That it is a British Virgin Islands corporation and does not have a
domicile in the Mexican Republic.
II.2 That it desires to execute this Agreement with the Seller in order to
acquire the Shares under the terms and conditions of this Agreement.
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II.3 That its representative has the legal authority to execute this
Agreement and such authority has not been revoked nor modified in any way.
The parties hereby agree to the following Clauses:
CLAUSES
FIRST. OBJECTIVE.
The Seller shall sell to the Purchaser the Shares as well as all corporate
rights regarding such Shares.
The Seller shall endorse each certificate to the Purchaser.
As well, the Seller agrees to request such Shares be registered on the books of
Sistecom and agrees to issue new certificates in the name of the Purchaser and
cancel the endorsed certificates.
SECOND. CONSIDERATION.
The purchase price of the Shares shall be $45,000 (Forty-five thousand U.S.
Dollars) payable upon execution of this Agreement.
The purchase price mentioned above is delivered to the Seller from the Purchaser
with the execution of this Agreement being a valid receipt.
THIRD. INDEMNIFICATION.
Seller shall be responsible for the indemnification in the event of any
eviction.
FOURTH. WITHHOLDING OF TAXES.
The Purchaser hereby agrees to pay the amount established by the Income Tax Law.
Any withholding amount shall be the Purchaser's responsibility.
FIFTH. NOTICES AND ADDRESSES.
The Parties hereby agree that any notices derived from the execution of this
Agreement shall be in writing and sent to the addresses listed below by
certified mail with return receipt or any other method whereby a delivery date
can be established.
Notices shall be sent to the following addresses:
Purchaser: 00000 Xxxxxxx Xxxxxxx, Xxx. 000, Xxxxxxx, Xxxxxxx 00000
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Seller: 0000 Xxxxxxxx, Xxx 000 Xxx Xxxxxxx, Xxxxx 00000
SIXTH. GOVERNING LAW; JURISDICTION
For the interpretation, performance, and enforcement of this Agreement, the
Parties hereby agree to comply to the laws of Mexico City, Federal District and
the jurisdiction of the Mexico City courts, hereby waiving any right to any
other venue.
SEVENTH. ENTIRE AGREEMENT.
This Agreement contains the entirety of the agreements between the parties. Any
other previous agreement, whether verbal or written, shall be null and void.
Having the Parties read the entire Agreement and agreeing to its contents they
hereby execute this Agreement in duplicate in Nuevo Laredo, Tamaulipas, Mexico
on April 14, 2004.
SELLER PURCHASER
American Telesource International, Inc. Goodcomm Management LTD
Canada
__________/s/____________________ _____________/s/_____________
Xxxxxx Xxxxx Xxxxxx Xxxxx del Xxxxxx Xxxxxxxx Xxxx
__________/s/_____________________ _____________/s/____________
Xxxxx Xxxxx Xxxxx de O Xxxx Xxxxxxxxx Xxxxx Noguiera
Witness Witness
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