0000944209-97-001620 Sample Contracts

RECITALS --------
Stock Exchange Agreement • November 19th, 1997 • Chatcom Inc • Computer communications equipment • New York
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Exhibit 10.1 AGREEMENT TERMS
Preferred Stock and Convertible Debenture Agreement • November 19th, 1997 • Chatcom Inc • Computer communications equipment

This agreement term sheet, between Vermont Research Products Inc., "Vermont" and CharCom, Inc., "Char", is intended to outline the terms and conditions of converting approximately $1,995,774 from a trade payable plus $54,226 interest all owed and acknowledged by Char to Vermont to a combination of $1,300,000 preferred stock and $750,000 convertible debenture.

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