0001047469-04-014109 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 28th, 2004 • Ets Payphones Inc • Georgia

THIS AGREEMENT is made effective as of the 5th day of December, 2002 (the "Commencement Date"), between ETS Payphones, Inc., a Georgia corporation (the "Company"), and Michael H. McClellan (the "Executive").

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COCOT AGREEMENT
Cocot Agreement • April 28th, 2004 • Ets Payphones Inc • New York

THIS AGREEMENT is made and entered into this 16th day of August, 2002, by and between Metropolitan Telecommunications, d/b/a MetTel, having its principal place of business at 44 Wall Street, 14th Floor, New York, New York 10005 (hereinafter referred to as the "Company" or "MetTel"), and ETS Payphones, Inc., having its principal place of business at 1490 Westfork Drive, Suite G, Lithia Springs, Georgia, 30122 (hereinafter referred to as the "Customer").

Settlement Agreement for Third Omnibus Claims Objection ETS Payphones, Inc. and UPO
Settlement Agreement • April 28th, 2004 • Ets Payphones Inc

This agreement entered into as of the 28th day of February, 2003, by and between ETS Payphones, Inc., the reorganized debtor in Case No. 00-3570 (KJC) pending in the United States Bankruptcy Court for the District of Delaware ("Debtor"), and United Payphone Owners (RES) LLP ("UPO") and the individual members thereof (the "Member(s)") (the "Settlement Agreement") shall fully and finally resolve the issues raised in the Third Objection (as hereinafter defined) and the numerous responses filed thereto by UPO and the Members. The parties hereto agree to the following:

COCOT AGREEMENT
Cocot Agreement • April 28th, 2004 • Ets Payphones Inc • New York

THIS AGREEMENT is made and entered into this 4th day of September, 2002, by and between Metropolitan Telecommunications, d/b/a MetTel, having its principal place of business at 44 Wall Street, 14th Floor, New York, New York 10005 (hereinafter referred to as the "Company" or "MetTel"), and ETS Payphones, Inc., having its principal place of business at 1490 Westfork Drive, Suite G, Lithia Springs, Georgia, 30122 (hereinafter referred to as the "Customer").

ETS CREDITORS' LITIGATION TRUST AGREEMENT
Litigation Trust Agreement • April 28th, 2004 • Ets Payphones Inc • Delaware

AGREEMENT AND DECLARATION OF TRUST (the "Litigation Trust Agreement"), dated as of December 4, 2002 (the "Effective Date") by and among PSA Inc., ETS Payphones, Inc., ETS Vending, Inc., et. al., debtors and debtors-in-possession (collectively, the "Debtors"), the Official Committee of Unsecured Creditors in the Debtors' cases (the "Creditors' Committee") and Darryl S. Laddin, as trustee (the "Trustee") and Kevin Gross, as potential conflicts trustee (the "Conflicts Trustee").

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