PURCHASE AGREEMENT
This Agreement is entered into this first day of March, 2002, by and
between VOIP Telecom, INC., a Nevada corporation, with offices at 4126 Delp St.,
Memphis, TN 38118 (the Seller) and Universal Commerce Limited, a Turks & Caicos
corporation, with offices at Temple Building, Tropicana Plaza, Leeward Highway,
Providenciales, Turks & Caicos, British West Indies (the Buyer) are the
parties to this Agreement.
RECITALS
A. VOIP Telecom, INC. is a public Nevada corporation and the owner of 100%
of the common stock of Access Communications, INC.
B. Access Communications, INC. is in the business of selling telecom
related services.
C. Universal Commerce Limited., is a private Turks & Caicos corporation and
is desirous of acquiring Access Communications, INC.
D. The parties are desirous of formalizing their Agreement.
NOW THEREFORE, IN CONSIDERATION OF THEIR MUTUAL PROMISES AND COVENANTS SET FORTH
HEREINAFTER, THE PARTIES AGREE AS FOLLOWS:
1. Purchase and Exchange: VOIP Telecom, INC will sell to Universal Commerce
Limited , Inc., 100% of the common stock of Access Communications, INC., with
its ownership of interest in telecom equipment and services, a copy of which is
attached hereto and made a copy hereof as Exhibit A, in exchange for a note
receivable.
2. Consideration: Universal Commerce Limited., a Turks & Caicos corporation
will pay VOIP Telecom, INC. $399,056.82.
3. Business Purpose: The parties acknowledge that the purpose of this
transaction is to divest VOIP Telecom, INC. of any international telecom
operations in order to concentrate on its own business and Universal Commerce
Limiteds purchase is to expand into the telecom industry.
.
4. Default: In the event any party defaults in performing any of its duties
or obligations under the Purchase Agreement, the party responsible for such
default shall pay all costs incurred by any other party in enforcing its rights
under this Agreement or in obtaining damages for such fees, whether incurred
through legal action or otherwise and whether incurred before or after
judgement.
5. Notices: Any notice or correspondence required or permitted to be given
under this Agreement may be given personally to an individual party or to an
officer or registered agent of a corporate party or may be given by depositing
such notice or correspondence in the U.S. mail, postage prepaid, certified or
registered, return receipt requested, addressed to the parties at the following
addresses:
VOIP Telecom, INC.
4126 Delp St.
Memphis, TN 38118
Universal Commerce Limited
Temple Building, Tropicana Plaza
Leeward Highway, Providenciales Turks & Caicos
Any notice given by mail shall be deemed to be delivered on the date such
notice is deposited in the U. S. mail. Any party may change its address for
purposes of this Agreement by giving written notice to the other parties as
provided above.
6. Binding: This Agreement shall be binding upon the parties hereto and upon
their respective heirs, representatives, successors and assigns.
7. Governing Law: This Agreement shall be governed by and construed under
the laws of the State of Nevada.
8. Authority: The officers executing this Agreement on behalf of corporate
parties represent that they have been authorized to execute this Agreement
pursuant to resolutions of the Boards of Directors of their respective
corporations.
9. Signatures: This Agreement may be signed in counterparts.
IN WITNESS WHEREOF, the parties have executed this Purchase Agreement as of
the day and year first written above.
VOIP TELECOM, INC. UNIVERSALCOMMERCE LIMITED
President President
Secretary Secretary
EXHIBITS
. Exhibit A- Schedule of Assets and Liabilities to be assumed by Universal
Commerce Limited
EXHIBIT A
Assets
Access Communications Assets $ 703,856.64
Voip A/R from Access Communications $ 595,029.76
A/R Goldwin Ventures $ 150,000.00
A/R RIFA Industrial $ 60,000.00
A/R 5G Wireless $ 3,622.34
A/R Global E-Comm $ 487,729.00
Total Assets $ 2,000,237.74
Liabilities
Access Communications Liabilities $ 814,011.04
Voip Accounts Payable $ 460,492.74
L/P Hsui_Yen $ 15,000.00
L/P Rift Finance $ 165,000.00
L/P Chiang Koon Tan $ 65,000.00
L/P JBF Management $ 71,910.89
L/P Peter Chen $ 6,500.00
Interest Payable Rift Finance $ 2,800.50
Interest Payable Peter Chen $ 465.75
Total Liabilities $ 1,601,180.92
Plus any other liabilities that were undisclosed on the companies financial
statements or in general by the companys prior management prior to Mr. B. Grant
Hunter becoming the companys President. Items specifically identified by this
item are the Cisco lease and the Keppell liability.