0000950130-98-003553 Sample Contracts

CONTRACT --------
Subscription Agreement • July 14th, 1998 • Utg Communications International Inc • Telephone communications (no radiotelephone)

Referring to the Subscription Agreement dated January 16, 1998, both parties hereby agree and confirm to extend the terms of this agreement so that the Investor and the Seller can call the options until September 30, 1998 and that the Investor can buy the shares until that time.

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PURCHASE AGREEMENT ------------------
Purchase Agreement • July 14th, 1998 • Utg Communications International Inc • Telephone communications (no radiotelephone)

The Buyer confirms that he received from the Seller all existing contracts, balance sheets and documents or has access to them. The Seller declares that there are no pending court proceedings and that there are no liabilities other than as stated on the balance sheet.

AGREEMENT --------- BETWEEN
Settlement Agreement • July 14th, 1998 • Utg Communications International Inc • Telephone communications (no radiotelephone)
UTG COMMUNICATIONS (EUROPE) AG BAARERSTR. 75,6300 ZUG AS SELLER
Asset Purchase Agreement • July 14th, 1998 • Utg Communications International Inc • Telephone communications (no radiotelephone)
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