Exhibit 7.4
STOCK PURCHASE AND LOAN AGREEMENT
This agreement is made by and Gold & Xxxxx Transfer S.A. (G&A) a British
Virgin Islands Corporation, located at Xxxx Xxxxxx Building, Wickhams Cay,
Road Town, Tortula, British Virgin Islands and Xxxxxxxxxxx X. Xxxxxxx (CS),
000 Xxx Xxxxx Xxxxx, Xxxxxxxxxx, XX. 00000.
The parties agree as follows:
1. CS warrants that he has an option which gives him the right to purchase up
to 56,667 share of US WATS (symbol USWI).
2. CS warrants that these options are free of any lien or encumbrances and
that he has the right to exercise the option until around the end of April
1998 by paying the option price of $1.219 US Dollars per share.
3. CS agrees to sell the shares represent by this option to G&A for the price
of $1.50 US Dollars per share.
4. In order to facilitate this transaction, G&A agrees to loan CS the
necessary funds to purchase the shares which he has an option on from
US WATS. G&A will wire transfer the funds to US WATS bank directly upon
receiving documentation that CS has applied to US WATS for the exercise of
the options. CS agrees to instruct US WATS to issue shares directly into
the name of G&A. G&A agrees to pay the balance of funds to equal the
$1.50 per share purchase price, per bank instruction issued, by CS within
2 working days after receiving the share certificates.
5. G&A agrees that CS will have a lien against the shares until full payment
is received.
6. In the event that US WATS does not issue any shares or for any other
reason whatsoever this transaction is not consummated, then the funds
loaned to CS and paid to US WATS on behalf of CS, will be returned to
G&A and CS agrees to issue instruction to that effect. In the event that
the loan is not paid back within 30 days or not applied to the purchase
price of shares then the interest rate shall be 1.5% per month calculated
on the unpaid balance plus $500.00 penalty per month for late repayment of
the principal amount.
7. All payment under this agreement shall be made by wire transfer per
instructions given by each party in writing unless other arrangements
are made and mutually agreed in writing by both parties.
8. This agreement shall be interpreted under the laws of Virginia.
9. All notices to be delivered under this agreement will be considered
delivered if sent via courier with signed receipt to the address above
for CS and to the address and contact below for G&A:
Xxxx Xxxxxxxx
0000 X Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Phone 202/000-0000
10. No party to this agreement may assign or transfer the obligations here-
under.
11. If any portion of this agreement is found to be un-enforceable for any
reason then all other parts of the agreement will still be binding on
the parties.
Xxxxxxxxxxx X. Xxxxxxx Gold & Xxxxx Transfer S.A.
/s/ Xxxxxxxxxxx X. Xxxxxxx /s/ Xxxx Xxxxxxxx
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Signature Signature Power of Attorney in
Fact
3/24/98 3/24/98
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Date Date
