0001005477-99-003841 Sample Contracts

Medfield Investment S.A. Panama City, Panama as Investor
Subscription Agreement • August 17th, 1999 • 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 July 31, 1999 and that the Investor can buy the shares until that time.

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ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLER
Stock Purchase Agreement • August 17th, 1999 • Utg Communications International Inc • Telephone communications (no radiotelephone) • New York
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