AGREEMENT BETWEEN POWER PHONE INC. ("POWER")
             R.T. MARKETING, INC. ("RT") and H. GUS MECHALAS ("GM")
                            FOR PURCHASE OF SOFTWARE

     FOR VALUE RECEIVED, the receipt of which is acknowledged by the
undersigned, it is hereby agreed by and between the parties hereto as follows:

     1. R.T. and GM hereby represent and warrant that RT is possessed of
professional commercial grade computer software known as "ASAP" which is salable
in the over-the-counter consumer software market having a minimum wholesale
appraised value of one million five hundred thousand ($1,500,000). RT has full
legal assignable title and unencumbered ownership of the "ASAP" software and has
full authority and power to transfer such to POWER.

     2. RT hereby transfers to POWER all rights, title and interest to the
software known as "ASAP". RT, if needed, shall execute and transfer all
documentation and items necessary to effectuate such transfer.

     3. RT represents and warrants that the software is free of all liabilities
and encumbrances. RT will hold POWER harmless from all claims and liabilities
asserted against POWER in breach of this warranty and will make POWER whole for
all damages and losses arising from such claims and liabilities.

     4. In consideration for the transfer of the software to POWER, POWER hereby
agrees to issue to RT fifty thousand (50,000) shares of Series A Redeemable
Convertible Preferred Stock.

     5. Each share of the Series A Preferred Stock shall be convertible into ten
(10) common shares of POWER.

     6. The Preferred Stock shall have a priority for dividends over the common
stock of POWER.

     7. The Preferred Stock is redeemable in whole or in part at any time, at
the option of POWER, at a redemption price of twenty five dollars ($25.00) per
share plus accrued and unpaid dividends, if such exist.

     8. RT shall provide an appraisal of the software from a reputable
appraiser.

     9. Both parties have fully satisfied themselves as to the nature of this
transaction together with its complete details and implications.





     10. RT and GM agree to provide services to POWER and subsidiaries for a
minimum of ten (10) years from the time this agreement becomes effective, as per
consulting contract. They shall provide services part-time or full-time and from
time to time or on a continuing basis as shall be required at POWER's sole
determination all at a reasonable compensation as provided for in such
consulting contract.

     IN WITNESS WHEREOF, the designated Officers of the respective corporations
and GM have affixed their signatures and Corporate Seals on this 19th day of
June, 1995.


    PHONE POWER, INC.                           R.T. MARKETING, INC.

by: /s/Noah Steinberg                       by: /s/H. Gus Mechalas
    -------------------------                   ------------------------------
    Noah Steinberg, President                   H. Gus Mechalas


                                                /s/H. Gus Mechalas
                                                ------------------------------
                                                H.   Gus Mechalas





                                   ADDENDUM TO
                       AGREEMENT BETWEEN POWER PHONE INC.,
                    R.T. MARKETING, INC. and H. GUS MECHALAS
                            FOR PURCHASE OF SOFTWARE

     FOR VALUE RECEIVED, the receipt of which is acknowledged by the
undersigned, it is hereby agreed by and between the parties hereto as follows:

     1. As additional consideration for the transfer of the software to POWER,
and in accordance with the letter of intent that provides for consideration from
POWER in the amount of 80,000 preferred shares, POWER hereby agrees to issue to
Beryl Wolk thirty thousand (30,000) shares of Series A Redeemable Convertible
Preferred Stock.

     2. Each share of the Series A Preferred Stock shall be convertible into ten
(10) common shares of POWER.

     3. The Preferred Stock shall have a priority for dividends over the common
stock of POWER.

     4. The Preferred Stock is redeemable in whole or in part at any time, at
the option of POWER, at a redemption price of twenty five dollars ($25.00) per
share plus accrued and unpaid dividends, if such exist.

     5. These preferred shares are subject to restriction as to sale and
convertibility to common stock for the period of two years from the time of
their issuance. The preferred shares are further subject to cancellation as
provided in the main agreement herein.

     IT WITNESS WHEREOF, the designated Officers of POWER and GM personally have
affixed their signatures on this 19th day of June, 1995.

    PHONE POWER, INC.                           R.T. MARKETING, INC.

by: /s/Noah Steinberg                       by: /s/H. Gus Mechalas
    -------------------------                   ------------------------------
    Noah Steinberg, President                   H. Gus Mechalas



                                                /s/H. Gus Mechalas
                                                ------------------------------
                                                H.   Gus Mechalas