0001095601-04-000003 Sample Contracts

AGREEMENT AND PLAN OF MERGER BETWEEN CORNERSTONE SERVICES GROUP, INC. AND USIP.COM, INC. MAY 24, 2004
Merger Agreement • November 5th, 2004 • Usip Com Inc • Telephone communications (no radiotelephone) • Utah
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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 5th, 2004 • Usip Com Inc • Telephone communications (no radiotelephone) • Utah

THIS STOCK PURCHASE AGREEMENT, dated as of October 29, 2004, is made and entered into by and between Fresca Worldwide Trading Corporation (“Fresca”), a corporation organized and existing under the laws of the state of Nevada (the "Purchaser"); Datone, Inc., a Delaware corporation (“Datone”), NB Payphones, Ltd., a Pennsylvania corporation (“NBP”) and Platinum Funding Corporation, a New York corporation (“Platinum”) (collectively referred to hereafter as the “Companies”); and USIP.com, Inc., a Utah corporation (the “Shareholder or USIP”).

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