EX-10
from 10-12G
1 page
Agreement Between Power Phone, Inc., and 800 Power Phone, Inc. for Purchase as Subsidiary 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. 800 Power Phone, Inc. ("800") Hereby Agrees to Transfer to Power Phone, Inc. ("Power"), a Delaware Corporation, All of the Outstanding Shares of 800. 2. 800 Shall Cause to Be Transferred to Power All of Its Outstanding Shares and Will Cause the Execution and Transfer of All Documentation and Items Necessary to Effectuate Such Transfer. 3. Power and 800 Warrant That This Transaction Is Fully Approved by the Necessary Percentage Vote of Directors and Shareholders Necessary to Approve a Transaction of This Nature. 4. 800 Represents and Warrants That It Is Free of All Liabilities and Encumbrances and That the Shares Are Likewise Free of All Liabilities and Encumbrances Except as to Those Enumerated in the Financial Statement. 800 Will Hold Power Harmless From All Claims and Liabilities Asserted Against 800 or Power in Breach of This Warranty and Will Make Power Whole for All Damages and Losses Arising From Such Claims and Liabilities. 5. 800, at the Option of Power, Shall Effect the Resignation of the Board of Directors and Officers of 800 and Shall Cause to Be Substituted the Designees of Power as Instructed by Power. 6. in Consideration for the Transfer of 800 to Power, Power Hereby Agrees to Issue to 800 the Total of Four Million Three Hundred and Ninety Three Thousand Six Hundred and Twenty Nine (4,393,629) Common Shares of Power. in Witness Whereof, the Designated Officers of the Respective Corporations Have Affixed Their Signatures and Corporate Seals on This 19th Day of June, 1995. Phone Power, Inc. 800 Power Phone, Inc. By: /S/Noah Steinberg By: /S/Noah Steinberg Noah Steinberg, President Noah Steinberg, President
12/34/56
