INVESTMENT STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (Agreement) dated to be effective
December 23, 1999 between Go Call Inc. (GO), and Madison Holdings, Inc., a
Nevada Corporation (Madison). The parties acknowledge that this Agreement is
irrevocable and all matters requiring additional documentation are for the
benefit of Madison.
RECITALS
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The following recitals are an integral and inseparable part of this
Agreement.
A. Go wishes to sell to Madison 500,000 shares of GO stock for
two Notes in the amounts of $125,000 each. (Exhibit A)
X. Xxxxxxx wishes to acquire said shares.
X. Xxxxxxx will simultaneously transfer 250,000 shares
immediately to liquidate certain obligation of an affiliate
of Madison. (Exhibit B)
Therefore, for the mutual agreement and other valuable consideration
the sufficiency and receipt of which are hereby acknowledged the parties agree
as follows:
A. Note for Common Stock.
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Madison hereby agrees to provide GO with two promissory notes
in the amount of $125,000 in exchange for 500,000 shares of GO stock.
B. Transfer of GO Stock.
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The parties have agreed that 250,000 shares of the GO stock
have been transferred pursuant to Exhibit B. Other than the above
transfer, Madison agrees not to sell, transfer or otherwise
hypothecate its GO stock until and unless the Notes at Exhibit A are
paid in full.
C. Miscellaneous Provisions.
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1. PARAGRAPH HEADINGS: The paragraph headings used herein are
only for ease of reference and do not control the meaning or
effect of any provisions of this Agreement.
2. JURISDICTION: This Agreement shall be governed, interpreted
and enforced under the laws of the State of California.
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3. SEVERABILITY: If any provision(s) of this Agreement shall
be invalid or unenforceable as a matter of law, the other
provisions hereof shall continue in full force and effect.
4. ARBITRATION: Any dispute arising from or relating to this
Agreement that cannot be resolved by the parties themselves
shall be submitted for binding arbitration by a panel under
the auspices of the American Arbitration Association in Los
Angeles, California. It is expressly agreed that punitive
damages shall not be awarded to either party. The prevailing
party shall be entitled to recover its attorney's fees and
other costs from the other party. The outcome of any such
arbitration may be entered as a final judgment in any court of
competent jurisdiction.
5. CONFIDENTIALITY. The existence and contents of the
Agreement shall be held in the strictest confidence by the
parties until and unless approved in writing by a duly
authorized officer of each party or as otherwise required by
law.
6. ENTIRE AGREEMENT: Upon full execution of this Agreement,
the resulting agreement shall be the one and only agreement
between the parties, and may only be modified by written
amendment(s) executed by duly authorized officers of the
parties. This Agreement supersedes any and all other
agreements previously entered into by the parties concerning
the subject matter containing herein.
7. ASSIGNMENT: neither party may assign this Agreement with
the prior written approval of the other.
8. REVIEW BY LEGAL COUNSEL: Each party represents it has had
the opportunity to consult with legal counsel of its own
choosing and has consulted with said legal counsel prior to
executing this Agreement.
By MADISON HOLDINGS, INC.
A Nevada Corporation
By: /s/ signature /s/ 12/23/99
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President Date
GO CALL, INC.
A Delaware Corporation
By: /s/ Xxxxxxx Xxxx /s/ 12/23/99
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Xxxxxxx Xxxx Date
Chief Executive Office
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PROMISSORY NOTE
$125,000.00
FOR VALUE RECEIVED, the undersigned, ACS Financial, Inc., a
California Corporation ("Payor"), promises to pay to Go-Call, Inc. ("Payee") the
amount of One Hundred and Twenty Five Thousand Dollars ($125,000), payable 60
months from the date hereof.
This note shall bear interest at a rate of 5% per annum payable in
lawfull money of the United States of America at such address as may be
designated by payee, payable upon the due date of this note.
This note may be prepaid at any time in whole or from time to time in
part prior to its maturity without fee or penalty.
Presentment for payment, notice of dishonor, protest and notice of
protest are hereby waived. This note shall be governed by and construed in
accordance with the laws of the state of California, and enforced therein.
Effective Date:
December 23, 1999
ACS Financial, Inc.
a California Corporation
By: /s/ signature
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President
Date: 12/23/99
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PROMISSORY NOTE
$125,000.00
FOR VALUE RECEIVED, the undersigned, Madison Holdings. Inc., a
California Corporation ("Payor"), promises to pay to Go-Call, Inc. ("Payee")
the amount of One Hundred and Twenty Five Thousand Dollars ($125,000),
payable 60 months from the date.
This note shall bear interest at a rate of 5% per annum payable in
lawful money of the United States of America at such address as may be
designated by payee, payable upon the due date of this note.
This note may be prepaid at any time in whole or from time to time
in part prior to its maturity without fee or penalty.
Presentment for payment, notice of dishonor, protest and notice of
protest are hereby waived. This note shall be governed by and construed in
accordance with the laws of the state of California, and enforced therein.
Effective Date:
December 23, 1999
Madison Holdings, Inc.
a Nevada Corporation
By: /s/ signature
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President
Date: 12/23/99
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