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Stock Acquisition Agreement - NATIONAL PHARMACEUTICALS CORPORATION - 3-30-2000

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					STOCK ACQUISITION AGREEMENT BETWEEN GO CALL INC. AND DAN J. RUBIN, ROY B. RUBIN MD PC, MONEY PURCHASE PENSION PLAN AND DANIEL NOURANI MARCH 11, 1999 1

TABLE OF CONTENTS 1. Plan of Exchange....................................................5 2. Exchange of Shares..................................................5 3. Closing.............................................................5 4. The GCI Shares......................................................5 5. Representations and Warranties of the CSR Shareholders..............5 6. Representations and Warranties of GCI..............................10 7. Covenants of the CSR Shareholders..................................15 8. Covenants of GCI...................................................16 9. Conditions Precedent to Closing....................................17 10. Indemnification....................................................19 11. CSR Shareholder's Investment Intent................................19 12. Conduct of GCI's and CSR's Business Prior to the Closing Date......20 13. Registration and Registration Rights...............................21 14. Access and Information.............................................22 15. Expenses...........................................................23 16. Termination........................................................23 17. Effect on Termination..............................................24 18. Meaning of "Material"..............................................24 19. Amendment..........................................................24 20. Waiver.............................................................24 2

21. Broker and Investment Banking Fees.................................24 22. Binding Effect.....................................................24 23. Entire Agreement...................................................25 24. Governing Law......................................................25 25. Arbitration........................................................25 26. Originals..........................................................25 27. Addresses of the Parties...........................................25 28. Notices............................................................26 29. Release of Information.............................................27 3

STOCK ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION, dated this 11th day of

TABLE OF CONTENTS 1. Plan of Exchange....................................................5 2. Exchange of Shares..................................................5 3. Closing.............................................................5 4. The GCI Shares......................................................5 5. Representations and Warranties of the CSR Shareholders..............5 6. Representations and Warranties of GCI..............................10 7. Covenants of the CSR Shareholders..................................15 8. Covenants of GCI...................................................16 9. Conditions Precedent to Closing....................................17 10. Indemnification....................................................19 11. CSR Shareholder's Investment Intent................................19 12. Conduct of GCI's and CSR's Business Prior to the Closing Date......20 13. Registration and Registration Rights...............................21 14. Access and Information.............................................22 15. Expenses...........................................................23 16. Termination........................................................23 17. Effect on Termination..............................................24 18. Meaning of "Material"..............................................24 19. Amendment..........................................................24 20. Waiver.............................................................24 2

21. Broker and Investment Banking Fees.................................24 22. Binding Effect.....................................................24 23. Entire Agreement...................................................25 24. Governing Law......................................................25 25. Arbitration........................................................25 26. Originals..........................................................25 27. Addresses of the Parties...........................................25 28. Notices............................................................26 29. Release of Information.............................................27 3

STOCK ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION, dated this 11th day of March (the "Agreement"), among Go Call, Inc., a corporation organized under and pursuant to the laws of the State of Delaware with principal offices at 15 Queen Street East, Cambridge, Ontario, Canada N3C2A7 ("GCI"), Dan Rubin resides at 1825 South Beverly Glen Boulevard, Apartment 405, Los Angeles, California 90025 ("DR"), Roy B. Rubin MD PC Money Purchase Pension Plan having an office at 1825 South Beverly Glen Boulevard, Apt. 405, Los Angeles, California 90025 (the "Plan") and Daniel Nourani residing at 16422 Underhill Lane, Huntington Beach California 92647 Avenue of the Stars, Suite 2530, Los Angeles, California (the "DN"). DR, the Plan and DN are hereinafter collectively referred to as the "CSR Shareholders". WITNESSETH: WHEREAS, DR is the record and beneficial owner of an aggregate of 166,283 issued and outstanding shares of common stock, $.01 par value per share (the "DR Shares"), of Country Star Restaurants, Inc., a Delaware corporation with principal offices at 4929 Wilshire Boulevard, Suite 428, Los Angeles, California 90010 ("CSR"); the Plan is the record and beneficial owner of an aggregate of 259,110 issued and outstanding shares of common stock, $.01 par value per share, of CSR (the "Plan Shares"); and the DN is the record and beneficial owner of an aggregate of 225,000 issued and outstanding shares of common stock, $.01 par value per share, of CSR (the "DN Shares"); and

21. Broker and Investment Banking Fees.................................24 22. Binding Effect.....................................................24 23. Entire Agreement...................................................25 24. Governing Law......................................................25 25. Arbitration........................................................25 26. Originals..........................................................25 27. Addresses of the Parties...........................................25 28. Notices............................................................26 29. Release of Information.............................................27 3

STOCK ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION, dated this 11th day of March (the "Agreement"), among Go Call, Inc., a corporation organized under and pursuant to the laws of the State of Delaware with principal offices at 15 Queen Street East, Cambridge, Ontario, Canada N3C2A7 ("GCI"), Dan Rubin resides at 1825 South Beverly Glen Boulevard, Apartment 405, Los Angeles, California 90025 ("DR"), Roy B. Rubin MD PC Money Purchase Pension Plan having an office at 1825 South Beverly Glen Boulevard, Apt. 405, Los Angeles, California 90025 (the "Plan") and Daniel Nourani residing at 16422 Underhill Lane, Huntington Beach California 92647 Avenue of the Stars, Suite 2530, Los Angeles, California (the "DN"). DR, the Plan and DN are hereinafter collectively referred to as the "CSR Shareholders". WITNESSETH: WHEREAS, DR is the record and beneficial owner of an aggregate of 166,283 issued and outstanding shares of common stock, $.01 par value per share (the "DR Shares"), of Country Star Restaurants, Inc., a Delaware corporation with principal offices at 4929 Wilshire Boulevard, Suite 428, Los Angeles, California 90010 ("CSR"); the Plan is the record and beneficial owner of an aggregate of 259,110 issued and outstanding shares of common stock, $.01 par value per share, of CSR (the "Plan Shares"); and the DN is the record and beneficial owner of an aggregate of 225,000 issued and outstanding shares of common stock, $.01 par value per share, of CSR (the "DN Shares"); and WHEREAS, the DR Shares, the Plan Shares and the DN Shares are hereinafter collectively referred to as the "CSR Control Shares"; and WHEREAS, GCI desires, pursuant to this Agreement, to exchange an aggregate of 4,552,751 heretofore authorized but unissued shares of its Common Stock, $.01 par value per share (the "GCI Shares") solely for all of the CSR Control Shares; and WHEREAS, the CSR Shareholders desire, pursuant to this Agreement, to exchange all of the CSR Control Shares solely for the GCI Shares upon the terms and conditions hereinafter set forth; and WHEREAS, in order to carry out the foregoing intents, GCI ,the CSR Shareholders and CSR desire to enter into and adopt this Agreement. NOW, THEREFORE, in consideration for the exchange of securities herein enumerated and other good and valuable consideration, the receipt and adequacy of which is hereby jointly and severally acknowledged and accepted, the parties hereby agree as follows: 4

1. PLAN OF EXCHANGE. The CSR Shareholders own all of the CSR Control Shares. It is the express written intention of the parties that all of the CSR Control Shares shall be acquired by GCI solely in exchange for 4,552,751 GCI Shares. 2. EXCHANGE OF SHARES. By virtue of their respective execution of this Agreement, GCI and the CSR Shareholders agree and consent that on the Closing Date (as hereinafter defined) all of the CSR Shares shall be

STOCK ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION, dated this 11th day of March (the "Agreement"), among Go Call, Inc., a corporation organized under and pursuant to the laws of the State of Delaware with principal offices at 15 Queen Street East, Cambridge, Ontario, Canada N3C2A7 ("GCI"), Dan Rubin resides at 1825 South Beverly Glen Boulevard, Apartment 405, Los Angeles, California 90025 ("DR"), Roy B. Rubin MD PC Money Purchase Pension Plan having an office at 1825 South Beverly Glen Boulevard, Apt. 405, Los Angeles, California 90025 (the "Plan") and Daniel Nourani residing at 16422 Underhill Lane, Huntington Beach California 92647 Avenue of the Stars, Suite 2530, Los Angeles, California (the "DN"). DR, the Plan and DN are hereinafter collectively referred to as the "CSR Shareholders". WITNESSETH: WHEREAS, DR is the record and beneficial owner of an aggregate of 166,283 issued and outstanding shares of common stock, $.01 par value per share (the "DR Shares"), of Country Star Restaurants, Inc., a Delaware corporation with principal offices at 4929 Wilshire Boulevard, Suite 428, Los Angeles, California 90010 ("CSR"); the Plan is the record and beneficial owner of an aggregate of 259,110 issued and outstanding shares of common stock, $.01 par value per share, of CSR (the "Plan Shares"); and the DN is the record and beneficial owner of an aggregate of 225,000 issued and outstanding shares of common stock, $.01 par value per share, of CSR (the "DN Shares"); and WHEREAS, the DR Shares, the Plan Shares and the DN Shares are hereinafter collectively referred to as the "CSR Control Shares"; and WHEREAS, GCI desires, pursuant to this Agreement, to exchange an aggregate of 4,552,751 heretofore authorized but unissued shares of its Common Stock, $.01 par value per share (the "GCI Shares") solely for all of the CSR Control Shares; and WHEREAS, the CSR Shareholders desire, pursuant to this Agreement, to exchange all of the CSR Control Shares solely for the GCI Shares upon the terms and conditions hereinafter set forth; and WHEREAS, in order to carry out the foregoing intents, GCI ,the CSR Shareholders and CSR desire to enter into and adopt this Agreement. NOW, THEREFORE, in consideration for the exchange of securities herein enumerated and other good and valuable consideration, the receipt and adequacy of which is hereby jointly and severally acknowledged and accepted, the parties hereby agree as follows: 4

1. PLAN OF EXCHANGE. The CSR Shareholders own all of the CSR Control Shares. It is the express written intention of the parties that all of the CSR Control Shares shall be acquired by GCI solely in exchange for 4,552,751 GCI Shares. 2. EXCHANGE OF SHARES. By virtue of their respective execution of this Agreement, GCI and the CSR Shareholders agree and consent that on the Closing Date (as hereinafter defined) all of the CSR Shares shall be exchanged with GCI solely in consideration for the GCI Shares. The GCI Shares shall be delivered via certificates registered in the names of the CSR Shareholders on the basis of 7 GCI Shares for each CSR Control Share owned by the CSR Shareholders. All certificates representing the CSR Control Shares, shall be delivered to GCI or, if so indicated by GCI in writing, to its transfer agent, Interwest Transfer Company, 1981 East Murray Holladay Road, Salt Lake City, Utah 84117, duly endorsed in blank with signature guaranteed or with executed stock power attached thereto with Medallion signature guaranteed by a bank or brokerage firm and in transferable form with any required documentary or transfer tax stamps affixed at CSR Control Shareholder's sole and exclusive expense so as to make GCI the sole owner thereof free and clear of any and all liens, claims and encumbrances, of any nature whether accrued, absolute, contingent or otherwise. No fractional shares shall be issued by GCI. Accordingly, all GCI Shares shall be rounded up to the nearest whole share. 3. CLOSING. The closing of the exchange of the CSR Control Shares for the GCI Shares (the "Closing") shall take place at 10:00 A.M. Eastern time on the 18th day of March, 1999, at the offices of Spinelli & Associates,

1. PLAN OF EXCHANGE. The CSR Shareholders own all of the CSR Control Shares. It is the express written intention of the parties that all of the CSR Control Shares shall be acquired by GCI solely in exchange for 4,552,751 GCI Shares. 2. EXCHANGE OF SHARES. By virtue of their respective execution of this Agreement, GCI and the CSR Shareholders agree and consent that on the Closing Date (as hereinafter defined) all of the CSR Shares shall be exchanged with GCI solely in consideration for the GCI Shares. The GCI Shares shall be delivered via certificates registered in the names of the CSR Shareholders on the basis of 7 GCI Shares for each CSR Control Share owned by the CSR Shareholders. All certificates representing the CSR Control Shares, shall be delivered to GCI or, if so indicated by GCI in writing, to its transfer agent, Interwest Transfer Company, 1981 East Murray Holladay Road, Salt Lake City, Utah 84117, duly endorsed in blank with signature guaranteed or with executed stock power attached thereto with Medallion signature guaranteed by a bank or brokerage firm and in transferable form with any required documentary or transfer tax stamps affixed at CSR Control Shareholder's sole and exclusive expense so as to make GCI the sole owner thereof free and clear of any and all liens, claims and encumbrances, of any nature whether accrued, absolute, contingent or otherwise. No fractional shares shall be issued by GCI. Accordingly, all GCI Shares shall be rounded up to the nearest whole share. 3. CLOSING. The closing of the exchange of the CSR Control Shares for the GCI Shares (the "Closing") shall take place at 10:00 A.M. Eastern time on the 18th day of March, 1999, at the offices of Spinelli & Associates, 120 Wall Street, 28th Floor, New York, New York 10005 or such other time and place upon which the parties may agree. The day on which the Closing actually occurs is herein sometimes referred to as the "Closing Date". In the event the Closing does not occur on or before March 28, 1999, and unless extended by mutual consent in writing or unless such failure to close is by reason of a material breach by a party of its obligations under this Agreement, then GCI and the CSR Shareholders shall return all information and documentation exchanged or delivered hereunder to the party or parties furnishing the same and thereafter this Agreement shall be deemed to be null and void and of no further force or effect. In the event the failure to close is caused by the material breach by a party of its obligations under this Agreement, then the non-breaching party or parties may enforce its rights under this Agreement including the right to seek specific performance and/or damages as provided in Section 17 of this Agreement. 4. THE GCI SHARES. The GCI Shares originally issued and delivered to the CSR Shareholders at the Closing shall be voting securities of GCI. 5. REPRESENTATIONS AND WARRANTIES OF THE CSR SHAREHOLDERS. By virtue of their respective execution of this Agreement, and except for information set forth on any and all schedules or exhibits annexed to this Agreement and incorporated herein by reference (any information on one shall be deemed to be included on all), the CSR Shareholders hereby jointly and severally (except as 5

to Sections 5(a), (b) and (d), which are several, not joint representations and warranties) represent and warrant to GCI as follows: (a) They each are the sole record and beneficial owner of the number of CSR Control Shares set forth above, have the sole and undisputed power, right and authority to sell, transfer, option, pledge or hypothecate the same and own said CSR Control Shares free and clear of any and all liens, suits, proceedings, claims and encumbrances of any kind, nature or description whether accrued, absolute, contingent or otherwise; (b) They each have the power, right and authority to execute and perform this Agreement and the execution, delivery and performance of this Agreement, in the time and manner herein specified, will not conflict with, result in a breach of, or constitute a default under any provisions of law, trust or any existing agreement, indenture or other instrument to which they are a party or by which the CSR Control Shares owned by them may be bound or affected (c) The CSR Control Shares are duly and validly issued, fully paid and non-assessable; (d) The information given and every representation, warranty and statement made or furnished by the CSR

to Sections 5(a), (b) and (d), which are several, not joint representations and warranties) represent and warrant to GCI as follows: (a) They each are the sole record and beneficial owner of the number of CSR Control Shares set forth above, have the sole and undisputed power, right and authority to sell, transfer, option, pledge or hypothecate the same and own said CSR Control Shares free and clear of any and all liens, suits, proceedings, claims and encumbrances of any kind, nature or description whether accrued, absolute, contingent or otherwise; (b) They each have the power, right and authority to execute and perform this Agreement and the execution, delivery and performance of this Agreement, in the time and manner herein specified, will not conflict with, result in a breach of, or constitute a default under any provisions of law, trust or any existing agreement, indenture or other instrument to which they are a party or by which the CSR Control Shares owned by them may be bound or affected (c) The CSR Control Shares are duly and validly issued, fully paid and non-assessable; (d) The information given and every representation, warranty and statement made or furnished by the CSR Shareholders herein is true, correct and does not contain a misstatement of a material fact or omit to state any material fact required in order to make the statements and representations, in light of the circumstances under which they were made, not misleading; (e) The CSR Shareholders have no knowledge of any material fact or facts other than disclosed herein or in the exhibits or schedules annexed hereto which will adversely affect the business or financial condition of CSR or the title of GCI to the CSR Control Shares to be exchanged with GCI hereunder, and each of the CSR Shareholders agrees that they will notify GCI of any such facts if they acquire knowledge of the same prior to the Closing Date; (f) They have read and understand both this Agreement and the nature and parameters of the transaction underlying the same; accept and agree to the consummation of the transaction enumerated herein; and accept the original issuance of the GCI Shares to them as the sole and exclusive consideration for the transfer and delivery of the CSR Control Shares to GCI; (g) Neither they nor any other person, firm or entity has any right of appraisal or similar right to dissent from the transaction made the subject of this Agreement and/or to demand payment for the CSR Control Shares. In the event such right does, in fact, exist, the CSR Shareholders either have or will, prior to the Closing Date, irrevocably waive such right; 6

(h) Prior to the Closing Date, the CSR Shareholders will not vote for or authorize the reorganization, recapitalization, merger, consolidation, stock split or other similar corporate action on behalf of CSR except as may be required to effectuate the terms and conditions of this Agreement; (i) Prior to the Closing Date, the CSR Shareholders will not vote for or authorize the creation of any other class of equity or debt security of CSR; (j) Prior to the Closing Date, and except for advances by CSR to fund operations or the incurring of debt to finance ongoing business activities which shall be disclosed to GCI in writing prior to expenditure, the CSR Shareholders will not, without the prior written consent of GCI, cause or authorize CSR to: (i) create or incur any indebtedness, whether funded or not, except unsecured current liabilities incurred in the ordinary course of business; or assume, guarantee, endorse or otherwise become responsible for the obligation of any other person, entity, firm or corporation; (ii) create or incur any mortgage, lien, charge or encumbrance of any kind, nature or description with respect to any of CSRs properties or assets, except in the ordinary course of business; (iii) make or become a party to any contract or commitment, or renew, extend, amend, terminate or modify any

(h) Prior to the Closing Date, the CSR Shareholders will not vote for or authorize the reorganization, recapitalization, merger, consolidation, stock split or other similar corporate action on behalf of CSR except as may be required to effectuate the terms and conditions of this Agreement; (i) Prior to the Closing Date, the CSR Shareholders will not vote for or authorize the creation of any other class of equity or debt security of CSR; (j) Prior to the Closing Date, and except for advances by CSR to fund operations or the incurring of debt to finance ongoing business activities which shall be disclosed to GCI in writing prior to expenditure, the CSR Shareholders will not, without the prior written consent of GCI, cause or authorize CSR to: (i) create or incur any indebtedness, whether funded or not, except unsecured current liabilities incurred in the ordinary course of business; or assume, guarantee, endorse or otherwise become responsible for the obligation of any other person, entity, firm or corporation; (ii) create or incur any mortgage, lien, charge or encumbrance of any kind, nature or description with respect to any of CSRs properties or assets, except in the ordinary course of business; (iii) make or become a party to any contract or commitment, or renew, extend, amend, terminate or modify any contract or commitment, except in the ordinary course of business; (iv) make any capital expenditure or capital addition or betterment except as may be involved in ordinary repairs, maintenance and replacements and minor plant and equipment additions; (v) sell or otherwise dispose of any of its assets except sales in the ordinary course of business; (vi) declare or pay any dividend on, or make any other distribution upon or in respect of, or purchase, retire or redeem any shares of its capital stock; (vii) issue or sell any additional shares of capital stock, whether or not such shares have been previously authorized for issuance, or acquire any stock of any corporation or any interest in any business enterprise; (viii) grant any option or make any commitment relating to the authorized or issued capital stock of CSR; (ix) pay or agree to pay, conditionally or otherwise, any pension or severance pay to any director, officer, agent or employee, or make any 7

advances to or increase the compensation of, any officers or employees; (x) use any CSR assets or properties, except for proper corporate purposes in the ordinary course of business' (xi) make any change in CSR's Certificate of Incorporation or By-Laws; or (xii) change any of CSR's banking or safe deposit arrangements or open any new bank accounts or safe deposit boxes, other than in the normal course of business. (k) Each of the representations in this Section 5 shall be true and correct at the Closing Date. (l) The CSR Control Shares will be transferred free and clear of any and all liens, claims, encumbrances, options, contracts, calls, commitments or demands of any character; (m) CSR is, and at all times through and including the Closing Date, will be a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and authorized to do business in such states in the United States where such qualification is necessary, with full power and authority to conduct its business as the same is presently being conducted;

advances to or increase the compensation of, any officers or employees; (x) use any CSR assets or properties, except for proper corporate purposes in the ordinary course of business' (xi) make any change in CSR's Certificate of Incorporation or By-Laws; or (xii) change any of CSR's banking or safe deposit arrangements or open any new bank accounts or safe deposit boxes, other than in the normal course of business. (k) Each of the representations in this Section 5 shall be true and correct at the Closing Date. (l) The CSR Control Shares will be transferred free and clear of any and all liens, claims, encumbrances, options, contracts, calls, commitments or demands of any character; (m) CSR is, and at all times through and including the Closing Date, will be a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and authorized to do business in such states in the United States where such qualification is necessary, with full power and authority to conduct its business as the same is presently being conducted; (n) The execution and performance of this Agreement in the time and manner contemplated will not conflict with, result in a breach of or constitute a default under any provision of law, the Certificate of Incorporation or ByLaws of CSR or of any existing agreement, indenture or other instrument to which CSR is a party or to which any of its business or its assets may be bound or affected; (o) Other than as set forth on Schedule 5(o) annexed to this Agreement, there are not, and will not be at any time prior to the Closing Date, any outstanding options, warrants, rights, contracts, calls, demands or commitments of any type, kind or character relating to the CSR Control Shares; (p) The capitalization of CSR immediately prior to the Closing will be as follows:
Authorized ---------250,000,000 Shares Type of Security ---------------Voting Common Stock, $.O1 par value per share Issued and Outstanding ---------------------709,335 Shares

8

(q) There is no litigation or governmental proceeding or investigation pending or, to the knowledge of the CSR Shareholders, threatened or in prospect against CSR, any of its officers, directors or sole shareholder or their properties or relating to its capital stock, except as set forth in CSR's 10-K. The CSR Shareholders will notify GCI promptly of any such initiated or threatened proceedings or litigation which may arise or be instituted at any time prior to the Closing Date; (r) The audited balance sheet, statement of cash flows, statement of changes in stockholders equity (deficiency) of CSR and the notes thereto for the fiscal year ended December 31, 1998 (the "CSR Audited Financial Statements") and unaudited financial statements for the two (2) two months ended February 28, 1999 and the notes thereto (the "CSR Unaudited Financial Statements"), attached hereto as Schedule 5(r), present the financial condition and the results of operations of CSR as of the dates thereof and were prepared in accordance with generally accepted accounting principles consistently applied. The CSR Audited and Unaudited Financial Statements are hereinafter collectively referred to as the "CSR Financial Statements". There are no material liabilities, either fixed or contingent, not reflected in the CSR Financial Statements, and the CSR Financial Statements are true and correct in all material aspects, and do not omit to state any material fact required or necessary to make such statements, in light of the circumstances in which they are made, not misleading; (s) To the best knowledge and belief of the CSR Shareholders, since February 28, 1999 (the date of latest CSR Unaudited Financial Statements) there has been no material adverse change in the financial condition of CSR nor

(q) There is no litigation or governmental proceeding or investigation pending or, to the knowledge of the CSR Shareholders, threatened or in prospect against CSR, any of its officers, directors or sole shareholder or their properties or relating to its capital stock, except as set forth in CSR's 10-K. The CSR Shareholders will notify GCI promptly of any such initiated or threatened proceedings or litigation which may arise or be instituted at any time prior to the Closing Date; (r) The audited balance sheet, statement of cash flows, statement of changes in stockholders equity (deficiency) of CSR and the notes thereto for the fiscal year ended December 31, 1998 (the "CSR Audited Financial Statements") and unaudited financial statements for the two (2) two months ended February 28, 1999 and the notes thereto (the "CSR Unaudited Financial Statements"), attached hereto as Schedule 5(r), present the financial condition and the results of operations of CSR as of the dates thereof and were prepared in accordance with generally accepted accounting principles consistently applied. The CSR Audited and Unaudited Financial Statements are hereinafter collectively referred to as the "CSR Financial Statements". There are no material liabilities, either fixed or contingent, not reflected in the CSR Financial Statements, and the CSR Financial Statements are true and correct in all material aspects, and do not omit to state any material fact required or necessary to make such statements, in light of the circumstances in which they are made, not misleading; (s) To the best knowledge and belief of the CSR Shareholders, since February 28, 1999 (the date of latest CSR Unaudited Financial Statements) there has been no material adverse change in the financial condition of CSR nor has there been any material or substantial loss or damage to the properties or business of CSR (whether or not covered by insurance) and no event or condition of any character has occurred which adversely affect CSR's business; (t) To the best knowledge and belief of the CSR Shareholders, and except as set forth on Schedule 5(t) annexed hereto, any and all taxes accrued or asserted against CSR have been paid, or CSR has established adequate reserves therefor. All tax returns for CSR required to be filed have been or will be filed for all periods ending on or up to the Closing Date; no extensions of the applicable statutes of limitations have been, or will be, prior to the Closing Date, applied for by CSR. Any and all additional taxes arising from the operation of CSR for any period up to and including the Closing Date and not provided for on the books and records of CSR are and shall be the sole liability of GCI. Copies of all applicable tax returns shall be furnished to GCI and its counsel prior to the Closing Date; (u) Except as set forth on Schedule 5(u) annexed hereto, CSR has clear and unencumbered title to all of the assets and property owned by it as reflected in the CSR Financial Statements and CSR has no assets that are not reflected in the CSR Financial Statements; (v) To the best knowledge and belief of the CSR Shareholders, CSR is 9

not in material default under any material contract or obligation and all third parties with whom CSR has contractual arrangements are in material compliance therewith and are not in material default thereunder; (w) Except as set forth on Schedule 5(w) annexed hereto, CSR has not adopted, and, without written consent of GCI, will not prior to the Closing Date adopt, any employment or collective bargaining agreements; (x) There are no material liabilities, either fixed or contingent, not reflected in the CSR Financial Statements or on Schedule 5(x) annexed hereto, except that there may be contracts or obligations incurred in the usual course of business not reflected therein which, if disclosed, would not materially adversely affect the financial condition of CSR as reflected in the CSR Financial Statements; (y) No representation or warranty made by the CSR Shareholders in this Agreement and any schedule or exhibit attached hereto and furnished or to be furnished to GCI pursuant to this Agreement, contains or will contain any untrue statement of a material fact, or omits, or will omit, to state a material fact required or necessary to make the statements and representations herein or therein made, in light of the circumstances under which they were made, not misleading;

not in material default under any material contract or obligation and all third parties with whom CSR has contractual arrangements are in material compliance therewith and are not in material default thereunder; (w) Except as set forth on Schedule 5(w) annexed hereto, CSR has not adopted, and, without written consent of GCI, will not prior to the Closing Date adopt, any employment or collective bargaining agreements; (x) There are no material liabilities, either fixed or contingent, not reflected in the CSR Financial Statements or on Schedule 5(x) annexed hereto, except that there may be contracts or obligations incurred in the usual course of business not reflected therein which, if disclosed, would not materially adversely affect the financial condition of CSR as reflected in the CSR Financial Statements; (y) No representation or warranty made by the CSR Shareholders in this Agreement and any schedule or exhibit attached hereto and furnished or to be furnished to GCI pursuant to this Agreement, contains or will contain any untrue statement of a material fact, or omits, or will omit, to state a material fact required or necessary to make the statements and representations herein or therein made, in light of the circumstances under which they were made, not misleading; (z) Other than as set forth on Schedule 5(z) annexed hereto, CSR has not executed or delivered or issued any notes, bonds or mortgages and has not entered into any leases, contracts or commitments not disclosed in the CSR Financial Statements; (aa) Except as otherwise disclosed on Schedule 5(aa), CSR has no liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are required to be reflected or reserved against on its balance sheets in accordance with generally accepted accounting principles consistently applied, except for liabilities and obligations fully reflected or reserved against in the CSR Financial Statements or incurred in the ordinary course of business and consistent with past practice since the date of the CSR Financial Statements; (bb) By virtue of their respective execution of this Agreement, the CSR Shareholders hereby acknowledge and accept that they each have been furnished with all information concerning the business and financial condition and corporate status of GCI which they deemed necessary to their decision to proceed with the transactions as described herein' (cc) Other than as set forth on Schedule 5(cc) annexed hereto, CSR has not made any patent or trademark filings in the United States; (ff) All of the assets and property used by CSR in the operation of its business are owned by CSR and to the extent any of such assets and property are not so owned, CSR will arrange to have such asset and/or property transferred to it prior to the Closing Date; 10

(hh) Each of the representations in this Section 5 shall be true and correct at the Closing Date. 6. REPRESENTATIONS AND WARRANTIES OF GCI. By virtue of its execution of this Agreement and except as expressly modified by the information set forth on any and all schedules or exhibits annexed to this Agreement and incorporated herein by reference, GCI hereby represents and warrants to the CSR Shareholders as follows: (a) The GCI Shares to be transferred to the CSR Shareholders on the Closing Date will be duly and validly issued, fully paid and non-assessable with no personal liability attaching to the ownership thereof. The GCI Shares will be transferred free and clear of any and all liens, claims, encumbrances, options, contracts, calls, commitments or demands of any character. As of the Closing Date, GCI shall have full corporate power and authority to carry on its business as the same shall be conducted between the date hereof and the Closing Date; (b) GCI is, and at all times through and including the Closing Date, will be a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and authorized to do business in such states in the United States where such qualification is necessary, with full power and authority to conduct its business as

(hh) Each of the representations in this Section 5 shall be true and correct at the Closing Date. 6. REPRESENTATIONS AND WARRANTIES OF GCI. By virtue of its execution of this Agreement and except as expressly modified by the information set forth on any and all schedules or exhibits annexed to this Agreement and incorporated herein by reference, GCI hereby represents and warrants to the CSR Shareholders as follows: (a) The GCI Shares to be transferred to the CSR Shareholders on the Closing Date will be duly and validly issued, fully paid and non-assessable with no personal liability attaching to the ownership thereof. The GCI Shares will be transferred free and clear of any and all liens, claims, encumbrances, options, contracts, calls, commitments or demands of any character. As of the Closing Date, GCI shall have full corporate power and authority to carry on its business as the same shall be conducted between the date hereof and the Closing Date; (b) GCI is, and at all times through and including the Closing Date, will be a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and authorized to do business in such states in the United States where such qualification is necessary, with full power and authority to conduct its business as the same is presently being conducted; (c) The execution and performance of this Agreement in the time and manner contemplated will not conflict with, result in a breach of or constitute a default under any provision of law, the Certificate of Incorporation or ByLaws of GCI or of any existing agreement, indenture or other instrument to which GCI is a party or to which any of its businesses or the assets may be bound or affected; (d) There will not be at any time prior to the Closing Date, any new outstanding options, warrants, rights, contracts, calls, demands or commitments of any type, kind or character relating to the GCI Common Shares except as they exist at the time of this Agreement; (e) The capitalization of GCI immediately prior to the Closing will be as follows:
Authorized ---------20,000,000 Shares Type of Security ---------------Voting Common Stock, $.01 par value per share Issued and Outstanding ---------------------14,901,258 Shares

(f) Prior to the Closing Date, and except for the original issuance of any shares of its common stock comprising the 20,000,000 shares referenced in 11

Section 6(e) above, GCI will not cause the original issuance of any of its authorized but unissued shares of common stock without the express written consent of the CSR Shareholders; (g) On the Closing Date, the issued and outstanding GCI Common Shares will not be owned beneficially or of record by not less than 500 shareholders; (h) All corporate action required of GCI will have been taken prior to the Closing Date. GCI has complied in all material respects, and at all times until the Closing Date will comply in all material respects with all applicable state, federal and local laws regulations and ordinances. GCI has not been notified, as of the date of this Agreement, that it has failed to so comply with any such requirements; (i) There is no litigation or governmental proceeding or investigation pending or, to the knowledge of GCI, threatened or in prospect against GCI, any of its officers, directors or sole shareholder or their properties or relating to its capital stock. GCI will notify the CSR Shareholders promptly of any such initiated or threatened proceedings or litigation which may arise or be instituted at any time prior to the Closing Date; (j) The audited balance sheet, statement of cash flows, statement of changes in stockholders equity (deficiency) of

Section 6(e) above, GCI will not cause the original issuance of any of its authorized but unissued shares of common stock without the express written consent of the CSR Shareholders; (g) On the Closing Date, the issued and outstanding GCI Common Shares will not be owned beneficially or of record by not less than 500 shareholders; (h) All corporate action required of GCI will have been taken prior to the Closing Date. GCI has complied in all material respects, and at all times until the Closing Date will comply in all material respects with all applicable state, federal and local laws regulations and ordinances. GCI has not been notified, as of the date of this Agreement, that it has failed to so comply with any such requirements; (i) There is no litigation or governmental proceeding or investigation pending or, to the knowledge of GCI, threatened or in prospect against GCI, any of its officers, directors or sole shareholder or their properties or relating to its capital stock. GCI will notify the CSR Shareholders promptly of any such initiated or threatened proceedings or litigation which may arise or be instituted at any time prior to the Closing Date; (j) The audited balance sheet, statement of cash flows, statement of changes in stockholders equity (deficiency) of GCI and the notes thereto for the fiscal year ended December 31, 1998 (the "GCI Audited Financial Statements") and unaudited financial statements for the two months ending February 28, 1999 (the "GCI Unaudited Financial Statements") and the notes thereto, attached hereto as Schedule 6(j), present the financial condition and the results of operations of GCI as of the dates thereof and were prepared in accordance with generally accepted accounting principles consistently applied. The GCI Audited and Unaudited Financial Statements are hereinafter collectively referred to as the "GCI Financial Statements". There are no material liabilities, either fixed or contingent, not reflected in the GCI Financial Statements, and the GCI Financial Statements are true and correct in all material aspects, and do not omit to state any material fact required or necessary to make such statements, in light of the circumstances in which they are made, not misleading; (k) To the best knowledge and belief of GCI, since February 28, 1999 (date of latest GCI Unaudited Financial Statements) there has been no material adverse change in the financial condition of GCI nor has there been any material or substantial loss or damage to the properties or business of GCI (whether or not covered by insurance) and no event or condition of any character has occurred which adversely affect GCI's business; (l) From the date of the latest GCI Unaudited Financial Statement (February 28, 1999) through and including the date of this Agreement and subsequent Closing Date, GCI has not and will not incur any liability or made any payments other than in the regular and normal course of its business and between the date of this Agreement and the Closing Date, GCI has not transferred any property for less than a fair and adequate consideration; 12

(m) GCI has not declared or paid since the date of the latest GCI Unaudited Financial Statement (February 28,1999); and will not declare or pay prior to the Closing Date, any dividends or make any distribution, directly or indirectly, to its shareholders, officers or directors, nor has it made, since the said date, nor will it make, prior to the Closing Date, any loans or advances to any shareholders, officers or directors; (n) To the best knowledge and belief of GCI and except as set forth on Schedule 6(n) annexed hereto, any and all taxes accrued or asserted against GCI have been paid, or GCI has established adequate reserves therefor. All tax returns for GCI required to be filed have been or will be filed for all periods ending on or up to the Closing Date; no extensions of the applicable statutes of limitations have been, or will be, prior to the Closing Date, applied for by GCI. Any and all additional taxes arising from the operation of GCI for any period up to and including the Closing Date and not provided for on the books and records of GCI are and shall be the sole liability of GCI. Copies of all applicable tax returns shall be furnished to the CSR Shareholders and its counsel prior to the Closing Date; (o) GCI has clear and unencumbered title to all of the assets and property owned by it as reflected in the GCI Financial Statements and GCI has no assets that are not reflected in the GCI Financial Statements; (p) To the best knowledge and belief of GCI, GCI is not in material default under any material contract or

(m) GCI has not declared or paid since the date of the latest GCI Unaudited Financial Statement (February 28,1999); and will not declare or pay prior to the Closing Date, any dividends or make any distribution, directly or indirectly, to its shareholders, officers or directors, nor has it made, since the said date, nor will it make, prior to the Closing Date, any loans or advances to any shareholders, officers or directors; (n) To the best knowledge and belief of GCI and except as set forth on Schedule 6(n) annexed hereto, any and all taxes accrued or asserted against GCI have been paid, or GCI has established adequate reserves therefor. All tax returns for GCI required to be filed have been or will be filed for all periods ending on or up to the Closing Date; no extensions of the applicable statutes of limitations have been, or will be, prior to the Closing Date, applied for by GCI. Any and all additional taxes arising from the operation of GCI for any period up to and including the Closing Date and not provided for on the books and records of GCI are and shall be the sole liability of GCI. Copies of all applicable tax returns shall be furnished to the CSR Shareholders and its counsel prior to the Closing Date; (o) GCI has clear and unencumbered title to all of the assets and property owned by it as reflected in the GCI Financial Statements and GCI has no assets that are not reflected in the GCI Financial Statements; (p) To the best knowledge and belief of GCI, GCI is not in material default under any material contract or obligation and all third parties with whom GCI has contractual arrangements are in material compliance therewith and are not in material default thereunder; (q) GCI has not adopted, and, without written consent of the CSR Shareholders, will not prior to the Closing Date adopt, any employment or collective bargaining agreements; (r) There are no material liabilities, either fixed or contingent, not reflected in the GCI Financial Statements except that there may be contracts or obligations incurred in the usual course of business not reflected therein which, if disclosed, would not materially adversely affect the financial condition of GCI as reflected in the GCI Financial Statements; (s) No representation or warranty made by GCI in this Agreement and any schedule or exhibit attached hereto and furnished or to be furnished to the CSR Shareholders pursuant to this Agreement, contains or will contain any untrue statement of a material fact, or omits, or will omit, to state a material fact required or necessary to make the statements and representations herein or therein made, in light of the circumstances under which they were made, not misleading; 13

(t) On the Closing Date, GCI shall have authorized, issued and outstanding the securities set forth in clause (f) of this Section 6; and all GCI Common Shares indicated as being issued and outstanding on the Closing Date shall be duly and validly issued and outstanding, fully paid and non-assessable with no personal liability attached to the ownership thereof; (u) From the date of the latest GCI Unaudited Financial Statements (February 28, 1999), GCI has not executed or delivered or issued any notes, bonds or mortgages and has not entered into any leases, contracts or commitments not disclosed in the GCI Financial Statements; (v) There are no outstanding rights to subscribe shares of stock of GCI and none will be so authorized subsequent to the execution of this Agreement without the prior written consent of the CSR Shareholders; (w) No GCI shareholder has any right of appraisal or similar right to dissent from the transaction made the subject of this Agreement and/or to demand payment for its GCI Common Shares. In the event such right does, in fact, exist, GCI will cause such shareholder to waive such right prior to the Closing Date; (x) GCI has no unpaid dividends; (y) Prior to the Closing Date, GCI will not, without the prior written consent of CSR, which consent shall not unreasonably be withheld, authorize a reorganization, re-capitalization, merger, consolidation, stock split or take

(t) On the Closing Date, GCI shall have authorized, issued and outstanding the securities set forth in clause (f) of this Section 6; and all GCI Common Shares indicated as being issued and outstanding on the Closing Date shall be duly and validly issued and outstanding, fully paid and non-assessable with no personal liability attached to the ownership thereof; (u) From the date of the latest GCI Unaudited Financial Statements (February 28, 1999), GCI has not executed or delivered or issued any notes, bonds or mortgages and has not entered into any leases, contracts or commitments not disclosed in the GCI Financial Statements; (v) There are no outstanding rights to subscribe shares of stock of GCI and none will be so authorized subsequent to the execution of this Agreement without the prior written consent of the CSR Shareholders; (w) No GCI shareholder has any right of appraisal or similar right to dissent from the transaction made the subject of this Agreement and/or to demand payment for its GCI Common Shares. In the event such right does, in fact, exist, GCI will cause such shareholder to waive such right prior to the Closing Date; (x) GCI has no unpaid dividends; (y) Prior to the Closing Date, GCI will not, without the prior written consent of CSR, which consent shall not unreasonably be withheld, authorize a reorganization, re-capitalization, merger, consolidation, stock split or take other similar corporate action except as may be required to effectuate the terms and conditions of this Agreement; (z) GCI has no liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are required to be reflected or reserved against on its balance sheets in accordance with generally accepted accounting principles consistently applied, except for liabilities and obligations fully reflected or reserved against in the GCI Financial Statements or incurred in the ordinary course of business and consistent with past practice since the date of the GCI Financial Statements; (aa) GCI has the power to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been or will be prior to Closing Date duly authorized by GCI's Board of Directors and shareholders in accordance with Delaware law, and GCI shall furnish the CSR Shareholders with true copies of any and all documentation evidencing such action. GCI is not subject to or obligated under any contract provision or any license, franchise or permit or subject to any order or decree, which would be breached or violated by its execution and performance of this Agreement in the time and manner contemplated herein. Except as required by applicable securities laws or as set 14

forth on Schedule 6(aa), no filing or registration with, or authorization consent or approval of any public body or authority is necessary to execute or perform this Agreement and the consummation by GCI of the transactions contemplated hereby; (bb) By virtue of its execution of this Agreement, GCI hereby acknowledges and accepts that it has been furnished with all information concerning the business and financial condition and corporate status of the CSR Shareholders which GCI's management deemed necessary to its decision to proceed with the transactions as described herein; (cc) Each of the representations in this Section 6 shall be true and correct at the Closing Date. 7. COVENANTS OF THE CSR SHAREHOLDERS. By virtue of their respective execution of this Agreement, the CSR Shareholders hereby jointly and severally covenant and agree with GCI as follows: (a) On the Closing Date, each CSR Shareholder who will receive GCI Shares will deliver an executed investment letter to GCI in the form annexed hereto as Schedule 7(a) (the "CSR Investment Letter");

forth on Schedule 6(aa), no filing or registration with, or authorization consent or approval of any public body or authority is necessary to execute or perform this Agreement and the consummation by GCI of the transactions contemplated hereby; (bb) By virtue of its execution of this Agreement, GCI hereby acknowledges and accepts that it has been furnished with all information concerning the business and financial condition and corporate status of the CSR Shareholders which GCI's management deemed necessary to its decision to proceed with the transactions as described herein; (cc) Each of the representations in this Section 6 shall be true and correct at the Closing Date. 7. COVENANTS OF THE CSR SHAREHOLDERS. By virtue of their respective execution of this Agreement, the CSR Shareholders hereby jointly and severally covenant and agree with GCI as follows: (a) On the Closing Date, each CSR Shareholder who will receive GCI Shares will deliver an executed investment letter to GCI in the form annexed hereto as Schedule 7(a) (the "CSR Investment Letter"); (b) CSR agrees and covenants to execute the certificates identified in Section 9(a)(ii)and (vi) below; (c) On the Closing Date, the CSR Shareholders will furnish GCI with an opinion of securities counsel in form and substance reasonably acceptable to GCI and GCI's securities counsel; (d) At all times prior to the Closing Date, GCI through its duly authorized representatives, may inspect, copy and reproduce any tax returns, accounting and other records of the CSR Shareholders relating to the property, assets or business of CSR. The CSR Shareholders will afford to the officers and authorized representatives of GCI access to the properties, books and records of CSR and will furnish such information as GCI and its counsel may from time to time reasonably request; (e) If requested by GCI, the CSR Shareholders will deliver to GCI an accurate and complete list and brief description of all policies of fire, liability, errors and omissions and other insurance carried by CSR as of the date of this Agreement. The CSR Shareholders will take all steps necessary to keep such policies in full force and effect through the Closing Date and will inform GCI of any changes in coverage or additional policies prior to the entering into such policies; (f) Copies of CSR's Certificate of Incorporation, all amendments thereto, By-Laws, and all minutes of CSR are contained in the minute books which will be furnished to GCI and its counsel prior to the Closing Date; and all additional minutes and other corporate documents of CSR adopted or executed 15

subsequent to this Agreement, but prior to the Closing Date (none of which will diminish or dilute the rights of GCI hereunder), will be furnished to GCI and its counsel prior to the Closing Date; (g) As soon as practicable following the execution of this Agreement, the CSR Shareholders will provide GCI with the CSR Audited and Unaudited Financial Statements; (h) All of the representations, warranties and covenants of the CSR Shareholders made in this Agreement shall survive the Closing Date for a period of twelve months; and (i) As soon as practicable following the execution of this Agreement, but no later than ten (10) days prior to the Closing Date, the CSR Shareholders will furnish to GCI copies of any and all proposed forms of employment agreement (the "CSR Employment Agreements"). The terms of such CSR Employment Agreements shall be satisfactory to GCI. Any and all such CSR Employment Agreements shall be duly executed on the Closing Date. 8. COVENANTS OF GCI. By virtue of its execution of this Agreement, GCI hereby covenants and agrees with the CSR Shareholders as follows:

subsequent to this Agreement, but prior to the Closing Date (none of which will diminish or dilute the rights of GCI hereunder), will be furnished to GCI and its counsel prior to the Closing Date; (g) As soon as practicable following the execution of this Agreement, the CSR Shareholders will provide GCI with the CSR Audited and Unaudited Financial Statements; (h) All of the representations, warranties and covenants of the CSR Shareholders made in this Agreement shall survive the Closing Date for a period of twelve months; and (i) As soon as practicable following the execution of this Agreement, but no later than ten (10) days prior to the Closing Date, the CSR Shareholders will furnish to GCI copies of any and all proposed forms of employment agreement (the "CSR Employment Agreements"). The terms of such CSR Employment Agreements shall be satisfactory to GCI. Any and all such CSR Employment Agreements shall be duly executed on the Closing Date. 8. COVENANTS OF GCI. By virtue of its execution of this Agreement, GCI hereby covenants and agrees with the CSR Shareholders as follows: (a) GCI agrees and covenants to execute the certificates identified in Section 9(b)(ii), (iii) and (viii) below; (b) On the Closing Date, GCI will furnish the CSR Shareholders with an opinion of securities counsel in form and substance reasonably acceptable to the CSR Shareholders and CSRs securities counsel; (c) At all times prior to the Closing Date, the CSR Shareholders through their duly authorized representatives, may inspect, copy and reproduce any tax returns, accounting and other records of GCI relating to its property, assets or business. GCI will afford to the officers and authorized representatives of the CSR Shareholders access to the properties, books and records of GCI and will furnish such information as the CSR Shareholders and their counsel may from time to time reasonably request; (d) Copies of CGI's Certificate of Incorporation, all amendments thereto By-Laws, and all minutes of GCI are contained in the minute books which will be furnished to the CSR Shareholders and their counsel prior to the Closing Date; and all additional minutes and other corporate documents of GCI adopted or executed subsequent to this Agreement, but prior to the Closing Date (none of which will diminish or dilute the rights of the CSR Shareholders hereunder), will be furnished to the CSR Shareholders and their counsel prior to the Closing Date; 16

(e) As soon as practicable following the execution of this Agreement GCI will provide the CSR Shareholders with the GCI Audited and Unaudited Financial Statements; and (f) All of the representations, warranties and covenants of GCI made in this Agreement shall survive the Closing Date for a period of twelve months. 9. CONDITIONS PRECEDENT TO CLOSING. (a) All of the obligations of GCI under and pursuant to this Agreement are and shall be subject to the representations and warranties of the CSR Shareholders being true and correct in all material respects on the Closing Date except for such representation and warranties that are expressly given as of a specific date or as of the date hereof and the delivery to GCI, prior to or on the Closing Date of each of the following: (i) a certificate or certificates representing all of the CSR Control Shares in proper transferable form, endorsed in blank, with signatures guaranteed and with all necessary documentary transfer tax stamps affixed; (ii) a certificate signed by each of the CSR Shareholders to effect that all of the representations and warranties of the CSR Shareholders set forth in Section 5 hereof, and elsewhere in this Agreement are true and correct in all material respects except for such representations and warranties that are expressly given as of a specific date or as of the date hereof;

(e) As soon as practicable following the execution of this Agreement GCI will provide the CSR Shareholders with the GCI Audited and Unaudited Financial Statements; and (f) All of the representations, warranties and covenants of GCI made in this Agreement shall survive the Closing Date for a period of twelve months. 9. CONDITIONS PRECEDENT TO CLOSING. (a) All of the obligations of GCI under and pursuant to this Agreement are and shall be subject to the representations and warranties of the CSR Shareholders being true and correct in all material respects on the Closing Date except for such representation and warranties that are expressly given as of a specific date or as of the date hereof and the delivery to GCI, prior to or on the Closing Date of each of the following: (i) a certificate or certificates representing all of the CSR Control Shares in proper transferable form, endorsed in blank, with signatures guaranteed and with all necessary documentary transfer tax stamps affixed; (ii) a certificate signed by each of the CSR Shareholders to effect that all of the representations and warranties of the CSR Shareholders set forth in Section 5 hereof, and elsewhere in this Agreement are true and correct in all material respects except for such representations and warranties that are expressly given as of a specific date or as of the date hereof; (iii) the CSR Audited Financial Statements containing an unqualified opinion of CSRs independent certified public accountants, together with the CSR Unaudited Financial Statements (which shall contain no material change in the financial condition of CSR since the date of the last CSR's Audited Financial Statements (December 31,1995) other than expenditures authorized by this Agreement, and reviewed by such firm; (iv) a Certificate of Good Standing of CSR from the appropriate authority in the State of Delaware dated prior to the Closing Date or, in lieu of, a covenant that the same will be provided within thirty (30) days of the Closing Date; (v) a certificate from the appropriate authority in the State of Delaware dated prior to the Closing Date evidencing payment by CSR of all outstanding taxes due to the State of Delaware or, in lieu of a covenant that the same will be provided within thirty (30) days of the Closing Date; (vi) an executed copy of the CSR Shareholders Investment Letters from each holder of the CSR Control Shares 17

(vii) an opinion of corporate and securities counsel to the CSR Shareholders, in form and substance reasonably satisfactory to GCI and its counsel; and (viii) duly executed copies of any CSR Employment Agreements. (b) All of the obligations of the CSR Shareholders under and pursuant to this Agreement are and shall be subject to the representations and warranties of GCI being true and correct at the Closing Date except for such representations and warranties that are expressly given as of a specific date or as of the date hereof and the fulfillment prior to or on the Closing Date of each of the following: (i) certificates for the GCI Stock in such names and in such denominations as the CSR Shareholders shall have indicated to GCI in writing at least ten days prior to the Closing Date; (ii) a certificate signed by the President and Secretary of GCI, dated the Closing Date, to effect that all of the representations and warranties of GCI set forth in Section 6 hereof, and elsewhere in this Agreement are true and correct in all material respects except for such representations and warranties that are expressly given as of a specific date or as of the date hereof (iii) a certified copy of the resolution of GCI's Board of Directors authorizing the execution, delivery and

(vii) an opinion of corporate and securities counsel to the CSR Shareholders, in form and substance reasonably satisfactory to GCI and its counsel; and (viii) duly executed copies of any CSR Employment Agreements. (b) All of the obligations of the CSR Shareholders under and pursuant to this Agreement are and shall be subject to the representations and warranties of GCI being true and correct at the Closing Date except for such representations and warranties that are expressly given as of a specific date or as of the date hereof and the fulfillment prior to or on the Closing Date of each of the following: (i) certificates for the GCI Stock in such names and in such denominations as the CSR Shareholders shall have indicated to GCI in writing at least ten days prior to the Closing Date; (ii) a certificate signed by the President and Secretary of GCI, dated the Closing Date, to effect that all of the representations and warranties of GCI set forth in Section 6 hereof, and elsewhere in this Agreement are true and correct in all material respects except for such representations and warranties that are expressly given as of a specific date or as of the date hereof (iii) a certified copy of the resolution of GCI's Board of Directors authorizing the execution, delivery and performance of this Agreement; (iv) the GCI Audited Financial Statements containing an unqualified opinion of GCI's independent certified public accountants, together with the GCI Unaudited Financial Statements (which shall contain no material change in the financial condition of GCI since the date of the last GCI's Audited Financial Statements (December 31,1998) other than expenditures authorized by this Agreement, and reviewed by such firm; (v) a Certificate of Good Standing of GCI from the appropriate authority in the State of Delaware dated prior to the Closing Date or, in lieu of a covenant that the same will be provided within thirty (30) days of the Closing Date; (vi) a certificate from the appropriate authority in the State of Delaware dated prior to the Closing Date evidencing payment by GCI of all outstanding taxes due to the State of Delaware or, in lieu of, a covenant that the same will be provided within thirty (30) days of the Closing Date; 18

(vii) an opinion of corporate and securities counsel to GCI, in form and substance reasonably satisfactory to the CSR Shareholders and their securities counsel; and (viii) a certificate of the President and Corporate Secretary of GCI certifying that, effective as of the Closing, all other covenants of GCI to be satisfied on or before the Closing, as contained in Section 8 above have been satisfied. 10. INDEMNIFICATION. (a) CSR and the CSR Shareholders hereby agree to hold GCI harmless from any and all loss, cost, expense, liability or damage, including reasonable attorney's fees, resulting from any inaccurate representation made by the CSR Shareholders, breach of any warranty herein made and breach or default in the CSR Shareholder's performance of any of the covenants which the CSR Shareholders are to perform hereunder; provided, however, no claim may be made under this Agreement for breach of warranty or covenant or seek any indemnification with regard thereto until such time as there has been an aggregate of Ten Thousand Dollars ($10,000) damages incurred by GCI. All claims made hereunder must be made within eighteen (18) months of the Closing hereunder or they shall be deemed waived. (b) GCI hereby agrees to hold the CSR Shareholders harmless from any and all loss, cost, expense, liability or damage, including reasonable attorney's fees, resulting from any inaccurate representation made by GCI, breach of any warranty herein made and breach or default in GCI's performance of any of the covenants which it is to

(vii) an opinion of corporate and securities counsel to GCI, in form and substance reasonably satisfactory to the CSR Shareholders and their securities counsel; and (viii) a certificate of the President and Corporate Secretary of GCI certifying that, effective as of the Closing, all other covenants of GCI to be satisfied on or before the Closing, as contained in Section 8 above have been satisfied. 10. INDEMNIFICATION. (a) CSR and the CSR Shareholders hereby agree to hold GCI harmless from any and all loss, cost, expense, liability or damage, including reasonable attorney's fees, resulting from any inaccurate representation made by the CSR Shareholders, breach of any warranty herein made and breach or default in the CSR Shareholder's performance of any of the covenants which the CSR Shareholders are to perform hereunder; provided, however, no claim may be made under this Agreement for breach of warranty or covenant or seek any indemnification with regard thereto until such time as there has been an aggregate of Ten Thousand Dollars ($10,000) damages incurred by GCI. All claims made hereunder must be made within eighteen (18) months of the Closing hereunder or they shall be deemed waived. (b) GCI hereby agrees to hold the CSR Shareholders harmless from any and all loss, cost, expense, liability or damage, including reasonable attorney's fees, resulting from any inaccurate representation made by GCI, breach of any warranty herein made and breach or default in GCI's performance of any of the covenants which it is to perform hereunder; provided, however, no claim may be made under this Agreement for breach of warranty or covenant, or seek any indemnification with regard thereto until such time as there has been an aggregate of Ten Thousand Dollars ($10,000) damages incurred by the CSR Shareholders. All claims made hereunder must be made within eighteen (18) months of the Closing hereunder or they shall be deemed waived. 11. THE CSR SHAREHOLDERS' INVESTMENT INTENT. The CSR Shareholders have been advised, and by the execution of this Agreement, hereby agree, accept and acknowledge: (a) That none of the GCI Shares to be delivered hereunder shall have been registered under the Securities Act or under state securities law, and that both GCI and its present management are relying upon an exemption from registration based upon the investment and other representations of the CSR Shareholders. In this regard, the CSR Shareholders hereby represent, covenant and warrant that: (i) the CSR Shareholders are acquiring the GCI Shares issuable hereunder for investment purposes and without any view to the transfer or resale thereof and that such shares shall not be sold, transferred, assigned, pledged or hypothecated in any violation of the Securities Act, or the applicable securities laws of any state; 19

(ii) The certificates representing all of the GCI Shares to be delivered pursuant to this Agreement, shall bear a restrictive legend in substantially the following form: "The Shares represented by this certificate have not been registered under the Securities Act of 1933 as amended. They may not be sold, assigned or transferred in the absence of an effective registration statement for the Shares under the said Securities Act, receipt of a `no action' letter from the Securities and Exchange Commission or an opinion of counsel satisfactory to the Corporation that registration is not required under said Securities Act." (iii) The GCI Shares will be the subject of standard stop transfer orders on the books and records of GCI's transfer agent. 12. CONDUCT OF GCI'S AND CSR'S BUSINESS PRIOR TO THE CLOSING DATE. >From the date hereof and prior to the Closing Date, unless the other party hereto shall otherwise agree in writing: (a) The business of GCI and CSR shall be conducted only in the ordinary and usual course and there shall be no material adverse changes in the nature and extent of its respective properties, the conduct of its respective

(ii) The certificates representing all of the GCI Shares to be delivered pursuant to this Agreement, shall bear a restrictive legend in substantially the following form: "The Shares represented by this certificate have not been registered under the Securities Act of 1933 as amended. They may not be sold, assigned or transferred in the absence of an effective registration statement for the Shares under the said Securities Act, receipt of a `no action' letter from the Securities and Exchange Commission or an opinion of counsel satisfactory to the Corporation that registration is not required under said Securities Act." (iii) The GCI Shares will be the subject of standard stop transfer orders on the books and records of GCI's transfer agent. 12. CONDUCT OF GCI'S AND CSR'S BUSINESS PRIOR TO THE CLOSING DATE. >From the date hereof and prior to the Closing Date, unless the other party hereto shall otherwise agree in writing: (a) The business of GCI and CSR shall be conducted only in the ordinary and usual course and there shall be no material adverse changes in the nature and extent of its respective properties, the conduct of its respective operations; (b) Neither GCI nor CSR shall encumber by lien, encumbrance, security interest or otherwise any of its respective assets or properties or authorize the reorganization, re-capitalization, merger, consolidation or other similar action on behalf of GCI or CSR except any that may be permitted by or required to effectuate the terms and conditions of this Agreement or as otherwise mutually agreed upon in writing; (c) Except as permitted by this Agreement, neither GCI nor CSR shall dispose of any material amount of assets other than in the ordinary course of business; incur a material amount of additional indebtedness or other material liabilities, other than liabilities for borrowed money or enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing; 20

(d) Neither GCI nor CSR shall enter into any employment or similar contract with any shareholder or employee or make any changes in its respective management or executive assignments or compensation, except for changes in its management or executive assignments or compensation which occur in the ordinary course of business or as otherwise permitted by this Agreement; and (e) GCI and CSR shall use their respective best efforts to preserve intact its business organization, to keep available the services of its present key employees, and to preserve the good will of those having business relationships with them. 13. REGISTRATION AND REGISTRATION RIGHTS. The following provisions shall be applicable: a. REGISTRATION. Within six (6) months from the closing date of the Agreement, GCI hereby covenants and agrees to prepare and file a registration statement (a "Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), in which the holder GCI Shares are registered for sale, whether public or otherwise~ b. PIGGY BACK REGISTRATION RIGHTS. If at any time during the two year period following the date of this Agreement, GCI proposes to register for sale in any offering1 whether to the public or otherwise of any equity or debt securities pursuant to a Registration Statement with the SEC under the Securities Act, and/or under any state statute, it will at such time give written notice of its intention to do so (the "Registration Notice") to the registered holders of the GCI Shares at their address appearing on the books and records of GCI's transfer agent. CGI's obligation to furnish the Registration Notice to the holders of the GCI Shares shall arise within three days from GCI's execution of a written letter of intent with any broker-dealer registered with the National Association of Securities Dealers, Inc. ("NASD") or of CGI's engagement of securities counsel to prepare a Registration Statement for filing with the SEC, whichever shall sooner occur. Within 15 days after the receipt of the Registration Notice, any holder of the GCI Shares may request the inclusion of such holder's GCI Shares in

(d) Neither GCI nor CSR shall enter into any employment or similar contract with any shareholder or employee or make any changes in its respective management or executive assignments or compensation, except for changes in its management or executive assignments or compensation which occur in the ordinary course of business or as otherwise permitted by this Agreement; and (e) GCI and CSR shall use their respective best efforts to preserve intact its business organization, to keep available the services of its present key employees, and to preserve the good will of those having business relationships with them. 13. REGISTRATION AND REGISTRATION RIGHTS. The following provisions shall be applicable: a. REGISTRATION. Within six (6) months from the closing date of the Agreement, GCI hereby covenants and agrees to prepare and file a registration statement (a "Registration Statement") with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), in which the holder GCI Shares are registered for sale, whether public or otherwise~ b. PIGGY BACK REGISTRATION RIGHTS. If at any time during the two year period following the date of this Agreement, GCI proposes to register for sale in any offering1 whether to the public or otherwise of any equity or debt securities pursuant to a Registration Statement with the SEC under the Securities Act, and/or under any state statute, it will at such time give written notice of its intention to do so (the "Registration Notice") to the registered holders of the GCI Shares at their address appearing on the books and records of GCI's transfer agent. CGI's obligation to furnish the Registration Notice to the holders of the GCI Shares shall arise within three days from GCI's execution of a written letter of intent with any broker-dealer registered with the National Association of Securities Dealers, Inc. ("NASD") or of CGI's engagement of securities counsel to prepare a Registration Statement for filing with the SEC, whichever shall sooner occur. Within 15 days after the receipt of the Registration Notice, any holder of the GCI Shares may request the inclusion of such holder's GCI Shares in any Registration Statement which GCI intends to file with the SEC (the "Covered Share Notice"). The Covered Share Notice shall: (i) specify the number of GCI Shares intended to be offered and sold by the holder thereof (the "Covered Shares"); (ii) express the holder's present intent to offer such Covered Shares for distribution; and (iii) undertake to provide all such information and materials and to take all such action as may be required in order to permit GCI to comply with all applicable requirements of the SEC and/or applicable state regulatory body, as the case may be, and to obtain acceleration of the effective date of the Registration Statement therefor. Upon receipt of the Covered Share Notice, GCI shall use its best efforts to cause the offering of the Covered Shares so specified in the Covered Share Notice to be registered under the Act as soon as reasonably practicable (but in any event not later than 75 days from the date of the Covered Share Notice) so as to permit the sale or other distribution by the holder of the Covered Shares specified in the Covered Share Notice; 21

c. REGISTRATION EXPENSES. GCI shall bear the costs and expenses incurred in connection with the registration of the sale or other distribution of the Covered Shares pursuant to the terms of this Agreement (except that the holder shall pay any underwriting fees, discounts or commissions attributable to sales of Covered Shares by the holder and any "out of pocket" expenses of the holder, including the holders counsel's fees and expenses). The costs and expenses payable by GCI shall include without limitation, (i) all filing fees with the SEC and the NASD; (ii) fees and expenses of compliance with securities or blue sky laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Covered Shares); (iii) printing expenses; (iv) the fees and expenses incurred in connection with the listing of the Covered Shares; and (v) fees and expenses of counsel and independent certified public accountants for GCI (including the expenses of any comfort letters). d. PUBLIC OFFERING INDEMNITIES. In the event of any registered offering of the Covered Shares, pursuant to Section 15 hereof, the holders of the GCI Shares will provide standard Unites States indemnification to any underwriter against losses, damages, claims or liabilities arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or the prospectus included therein, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the

c. REGISTRATION EXPENSES. GCI shall bear the costs and expenses incurred in connection with the registration of the sale or other distribution of the Covered Shares pursuant to the terms of this Agreement (except that the holder shall pay any underwriting fees, discounts or commissions attributable to sales of Covered Shares by the holder and any "out of pocket" expenses of the holder, including the holders counsel's fees and expenses). The costs and expenses payable by GCI shall include without limitation, (i) all filing fees with the SEC and the NASD; (ii) fees and expenses of compliance with securities or blue sky laws (including fees and disbursements of counsel in connection with blue sky qualifications of the Covered Shares); (iii) printing expenses; (iv) the fees and expenses incurred in connection with the listing of the Covered Shares; and (v) fees and expenses of counsel and independent certified public accountants for GCI (including the expenses of any comfort letters). d. PUBLIC OFFERING INDEMNITIES. In the event of any registered offering of the Covered Shares, pursuant to Section 15 hereof, the holders of the GCI Shares will provide standard Unites States indemnification to any underwriter against losses, damages, claims or liabilities arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or the prospectus included therein, as amended or supplemented, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading, made by the holders of the GCI Shares. 14. ACCESS AND INFORMATION. Each party hereto shall afford to other party's accountants, counsel and other duly authorized representatives access, during normal business hours and on reasonable advance notice, during the period after execution of this Agreement and prior to the Closing Date, the right to make copies of all properties, books, contracts, commitments and records (including but not limited to tax returns). In addition, each party shall furnish promptly to the other party: ([) a copy of each report, schedule and other document file received by it pursuant to the requirements of Federal or state securities laws; (ii) a copy of any summons, complaint, petition, notice of hearing or notice of the commencement of any governmental or administrative investigation; and (iii) all other information concerning its business, properties and personnel as may reasonably be requested; provided, however, that no investigation pursuant to this Section 15 shall affect any representations or warranties or the conditions to the obligations of the parties to consummate a transaction referenced herein, In the event of a termination of this Agreement whether in accordance with the provisions of Section 16 or otherwise, each party shall return to the party furnishing information all documents, work papers and 22

other material obtained by or on its behalf as a result of this Agreement or in connection herewith whether obtained before or after the execution hereof, and the party receiving such information from the party furnishing same shall hold such information in confidence until such time as such information is otherwise publicly available. Notwithstanding the foregoing and until the Closing Date, CSR shall be under no obligation to disclose to GCI and GCI shall be under no obligation to disclose to CSR any proprietary or secret or confidential information concerning its respective operations. 15. EXPENSES. Regardless of whether or not the transaction contemplated herein is consummated, each party shall promptly pay, shall be responsible for, and account for on its respective financial statements all costs and expenses incurred by it in connection with this Agreement and the transactions contemplated hereby. 16. TERMINATION. This Agreement may be terminated at any time prior to the Closing Date: (i) by mutual consent of the Boards of Directors of GCI and the CSR Shareholders; (ii) by failure to close as provided in Section 3; or (iii) as a result of the occurrence, prior to the Closing Date, of any of the following events with respect to or by either CSR or GCI: (aa) The making of a general assignment for the benefit of creditors; (bb) The filing of any petition or the commencement of any proceeding by or against either corporation for any relief under any bankruptcy, or insolvency laws or any laws related to the relief of debtors, readjustment of indebtedness, reorganizations, compositions or extensions; (cc) The appointment of a receiver of or the issuance of making of a writ or order of attachment or garnishment against, a majority of the property or assets of either corporation; (dd) The filing of a tax lien or warrant or judgment against either corporation in favor of the United States of America or the State of Delaware in an amount in excess of Twenty Five Thousand ($25,000) Dollars where said lien or judgment is not satisfied and discharged within thirty (30) days from the date of such filing; or (ee) A judgment is

other material obtained by or on its behalf as a result of this Agreement or in connection herewith whether obtained before or after the execution hereof, and the party receiving such information from the party furnishing same shall hold such information in confidence until such time as such information is otherwise publicly available. Notwithstanding the foregoing and until the Closing Date, CSR shall be under no obligation to disclose to GCI and GCI shall be under no obligation to disclose to CSR any proprietary or secret or confidential information concerning its respective operations. 15. EXPENSES. Regardless of whether or not the transaction contemplated herein is consummated, each party shall promptly pay, shall be responsible for, and account for on its respective financial statements all costs and expenses incurred by it in connection with this Agreement and the transactions contemplated hereby. 16. TERMINATION. This Agreement may be terminated at any time prior to the Closing Date: (i) by mutual consent of the Boards of Directors of GCI and the CSR Shareholders; (ii) by failure to close as provided in Section 3; or (iii) as a result of the occurrence, prior to the Closing Date, of any of the following events with respect to or by either CSR or GCI: (aa) The making of a general assignment for the benefit of creditors; (bb) The filing of any petition or the commencement of any proceeding by or against either corporation for any relief under any bankruptcy, or insolvency laws or any laws related to the relief of debtors, readjustment of indebtedness, reorganizations, compositions or extensions; (cc) The appointment of a receiver of or the issuance of making of a writ or order of attachment or garnishment against, a majority of the property or assets of either corporation; (dd) The filing of a tax lien or warrant or judgment against either corporation in favor of the United States of America or the State of Delaware in an amount in excess of Twenty Five Thousand ($25,000) Dollars where said lien or judgment is not satisfied and discharged within thirty (30) days from the date of such filing; or (ee) A judgment is rendered against either corporation on an uninsured claim of $50,000 or more and either corporation fails to commence an appeal of such judgment within the applicable appeal period. 17. EFFECT ON TERMINATION. In the event of termination of this Agreement as provided in Section 16, this Agreement shall forthwith become null and void and there shall be no further liability on the part of GCI or the CSR Shareholders. Termination of this Agreement by either GCI or the CSR Shareholders as a result of the breach of the terms and conditions hereof by the other shall not relieve any party of any liability for a breach at or for any misrepresentation under this Agreement, or be deemed to constitute a waiver of any available remedy (including specific performance if available) for any such breach 23 411)!. or misrepresentation. 23

18. MEANING OF "MATERIAL." As used herein, the term "material" shall be construed in its generally accepted United States Federal securities law context. 19. AMENDMENT. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. 20. WAIVER. At any time prior to the Closing Date, GCI by action taken by its Boards of Directors and the CSR Shareholders by unanimous consent, and accepted in writing by the other parties, may: (i) extend the time for the performance of any party; (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid if set forth in an instrument in writing signed on behalf of such party and accepted in writing by the other parties. The failure of any party to insist upon strict performance of any of the provisions of this Agreement shall not be construed as a waiver of any subsequent default of the same or similar nature or of any of provision, term, condition, warranty, representation or guaranty contained herein. 21. BROKER AND INVESTMENT BANKING FEES. GCI and the CSR Shareholders represent and warrant that they have not engaged the services of any broker, finder, or other person of similar kind who might be due compensation as a result of the transactions contemplated herein. GCI and the CSR Shareholders agree to hold and indemnify each other harmless from and against claims by any third party due compensation as a broker, finder, or other person of similar kind who might be due compensation as a result of the transactions

18. MEANING OF "MATERIAL." As used herein, the term "material" shall be construed in its generally accepted United States Federal securities law context. 19. AMENDMENT. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. 20. WAIVER. At any time prior to the Closing Date, GCI by action taken by its Boards of Directors and the CSR Shareholders by unanimous consent, and accepted in writing by the other parties, may: (i) extend the time for the performance of any party; (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto; and (iii) waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party hereto to any such extension or waiver shall be valid if set forth in an instrument in writing signed on behalf of such party and accepted in writing by the other parties. The failure of any party to insist upon strict performance of any of the provisions of this Agreement shall not be construed as a waiver of any subsequent default of the same or similar nature or of any of provision, term, condition, warranty, representation or guaranty contained herein. 21. BROKER AND INVESTMENT BANKING FEES. GCI and the CSR Shareholders represent and warrant that they have not engaged the services of any broker, finder, or other person of similar kind who might be due compensation as a result of the transactions contemplated herein. GCI and the CSR Shareholders agree to hold and indemnify each other harmless from and against claims by any third party due compensation as a broker, finder, or other person of similar kind who might be due compensation as a result of the transactions contemplated herein. 22. BINDING EFFECT. All of the terms and provisions of the Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the parties hereto and their respective successors. This Agreement shall not be assignable under any circumstances. 23. ENTIRE AGREEMENT. Each of the parties hereto, covenants that this Agreement is intended to and does contain and embody herein all of the understandings and agreements, both written and oral, of the parties hereby with respect to the subject matter of this Agreement and that there exists no oral agreement or understanding express or implied, whereby the absolute, final and unconditional character and nature of this Agreement shall be in any way invalidated, impaired or affected. 24

24. GOVERNING LAW. This Agreement shall be governed by and interpreted under and construed in all respects in accordance with the laws of the State of New York, a neutral forum, irrespective of the place of domicile or residence of any party. 25. ARBITRATION. The parties agree that in the event of a controversy arising out of the interpretation, construction, performance or breach of the Agreement, any and all claims arising out of or relating to this Agreement shall be settled by arbitration according to the Commercial Arbitration Rules of the American Arbitration Association located in New York City before a single arbitrator, except as provided below. The decision of the arbitrator(s) will be enforceable in any court of competent jurisdiction. The parties hereby agree and consent that service of process by mail in any such arbitration proceeding outside the City of New York shall be tantamount to service in person within New York New York and shall confer personal jurisdiction on the American Arbitration Association. In any dispute where a party seeks Fifty Thousand Dollars ($50,000.00) or more in damages, three (3) arbitrators will be employed. In resolving all disputes between the parties, the arbitrators will apply the law of the State of New York, except as may be modified by this Agreement. The arbitrators are, by this Agreement, directed to conduct the arbitration hearing no later than three (3) months from the service of the statement of claim and demand for arbitration unless good cause is shown establishing that the hearing cannot fairly and practically be so convened. The arbitrators will resolve any discovery disputes by such pre-hearing conferences as may be needed. All parties agree that the arbitrators and any counsel of record to the proceeding will have the power of subpoena process as provided by law. Notwithstanding the foregoing if a dispute arises out of or related to this Agreement, or the breach thereof, before resorting to arbitration the parties agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the

24. GOVERNING LAW. This Agreement shall be governed by and interpreted under and construed in all respects in accordance with the laws of the State of New York, a neutral forum, irrespective of the place of domicile or residence of any party. 25. ARBITRATION. The parties agree that in the event of a controversy arising out of the interpretation, construction, performance or breach of the Agreement, any and all claims arising out of or relating to this Agreement shall be settled by arbitration according to the Commercial Arbitration Rules of the American Arbitration Association located in New York City before a single arbitrator, except as provided below. The decision of the arbitrator(s) will be enforceable in any court of competent jurisdiction. The parties hereby agree and consent that service of process by mail in any such arbitration proceeding outside the City of New York shall be tantamount to service in person within New York New York and shall confer personal jurisdiction on the American Arbitration Association. In any dispute where a party seeks Fifty Thousand Dollars ($50,000.00) or more in damages, three (3) arbitrators will be employed. In resolving all disputes between the parties, the arbitrators will apply the law of the State of New York, except as may be modified by this Agreement. The arbitrators are, by this Agreement, directed to conduct the arbitration hearing no later than three (3) months from the service of the statement of claim and demand for arbitration unless good cause is shown establishing that the hearing cannot fairly and practically be so convened. The arbitrators will resolve any discovery disputes by such pre-hearing conferences as may be needed. All parties agree that the arbitrators and any counsel of record to the proceeding will have the power of subpoena process as provided by law. Notwithstanding the foregoing if a dispute arises out of or related to this Agreement, or the breach thereof, before resorting to arbitration the parties agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association. 26. ORIGINALS. This Agreement may be executed in counterparts, in original or by facsimile, each of which so executed shall be deemed an original and constitute one and the same agreement. 27. ADDRESSES OF THE PARTIES. Each party shall at all times keep the other party informed of its principal place of business if different from that stated herein, and promptly notify the other of any change, giving the address of the new principal place of business. 28. NOTICES. Any notice required or contemplated by this Agreement shall be deemed sufficiently given when delivered in person, transmitted by facsimile (if followed by a copy by mail within three (3) business days) or sent by registered or certified mail or priority overnight package delivery service to the principal office of the party entitled to notice or at such other address as the same may designate in a notice for that purpose. All notices shall be deemed to have been made upon receipt, in the case of mail, personal delivery or facsimile, or on the next business day, in the case of priority overnight package delivery service. Such notices shall be addressed and sent or delivered to the following: 25

If to Go Call, Inc.: 15 Queen Street East, Cambridge, Ontario, Canada N3C2A7 Attn: Ian Smith, President With a copy to: Charles J. Spinelli, Esq. Spinelli & Associates 120 Wall St., 28th Floor New York, NY 10005 If to the CSR Shareholders: 4929 Wilshire Boulevard Los Angeles, CA 90010

If to Go Call, Inc.: 15 Queen Street East, Cambridge, Ontario, Canada N3C2A7 Attn: Ian Smith, President With a copy to: Charles J. Spinelli, Esq. Spinelli & Associates 120 Wall St., 28th Floor New York, NY 10005 If to the CSR Shareholders: 4929 Wilshire Boulevard Los Angeles, CA 90010 Attn: Dan J. Rubin With a copy to: Robert Davidson, Esq. Wolf, Haldenstein, Adler, Freeman & Herz, LLP 270 Madison Avenue New York, NY 10016 or to such other address of which a party may notify the other parties as provided above. 29. RELEASE OF INFORMATION. In light of the nature and extent of the conditions precedent to CSR `s and GCI's obligations hereunder, the parties hereby agree that any and all releases of public information concerning this transaction shall be made only with the mutual consent in writing of both the CSR Shareholders and GCI as to form, content and kind. 26

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. Go Call Inc.
By: /s/ Ian Smith --------------------------Ian Smith, President

/s/ Dan J. Rubin --------------------------Dan J. Rubin

/s/ Dan Nourani --------------------------Daniel Nourani

Roy B. Rubin MD, PC, MPPP
By: /s/ Roy B. Rubin --------------------------Roy B. Rubin, Trustee

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. Go Call Inc.
By: /s/ Ian Smith --------------------------Ian Smith, President

/s/ Dan J. Rubin --------------------------Dan J. Rubin

/s/ Dan Nourani --------------------------Daniel Nourani

Roy B. Rubin MD, PC, MPPP
By: /s/ Roy B. Rubin --------------------------Roy B. Rubin, Trustee

27 AGREEMENT FOR THE REPURCHASE AND SALE OF STOCK AND RELEASE AND INDEMNIFICATION This Agreement for the Repurchase and Sale of Stock is made this 5th day of August, 1999, by and between Go Call, Inc. ("GCI") and Dan J. Rubin, Roy B. Rubin, individually and as Trustee for Roy B. Rubin, M.D., PC Money Purchase Pension Plan, Sima Rubin, individually and as Trustee for Roy B. Rubin, M.D., PC Money Purchase Pension Plan and Daniel Nourani (collectively, the "Rubin Group") with respect to the Stock Acquisition Agreement dated March 11, 1999 ("Agreement"). The parties hereby agree as follows: WITNESSETH 1. WHEREAS, GCI and the RUBIN GROUP have entered into a Stock Acquisition Agreement dated March 11,1999, whereby GCI acquired 92% of all issued and outstanding shares of common stack of Country Star Restaurants, Inc. ("CSR") from the RUBIN GROUP, individually and collectively, for an aggregate total of 4,552,751 shares of GCI; and WHEREAS, for reasons agreed to by the parties, GCI desires to repurchase, and the RUBIN GROUP desires to offer to GCI, the shares of GCI currently owned by the RUBIN GROUP in accordance with the terms herein; NOW THEREFORE, in consideration of the terms, representations, promises and covenants hereinafter set forth, and mutual benefits to be derived herefrom, the existence, receipt and adequacy of which are hereby acknowledged and accepted, the PARTIES agree as follows: 1. Contemporaneously herewith, GCI has paid, and the Rubin Group Acknowledges receipt at the sum total aggregate sum of $728,440. 16 by way of certified funds made payable to the trust account of the Law Offices of Arthur

H. Barens, counsel for the Rubin Group, in exchange for, the receipt of which is acknowledged by GCI, the repurchase of 4,552,751 shares of the common stock of GCI ("Stock") which represents a repurchase price at $0.16 per share, received by the Rubin Group in connection with the Agreement (of said shares, Dan J. Rubin

AGREEMENT FOR THE REPURCHASE AND SALE OF STOCK AND RELEASE AND INDEMNIFICATION This Agreement for the Repurchase and Sale of Stock is made this 5th day of August, 1999, by and between Go Call, Inc. ("GCI") and Dan J. Rubin, Roy B. Rubin, individually and as Trustee for Roy B. Rubin, M.D., PC Money Purchase Pension Plan, Sima Rubin, individually and as Trustee for Roy B. Rubin, M.D., PC Money Purchase Pension Plan and Daniel Nourani (collectively, the "Rubin Group") with respect to the Stock Acquisition Agreement dated March 11, 1999 ("Agreement"). The parties hereby agree as follows: WITNESSETH 1. WHEREAS, GCI and the RUBIN GROUP have entered into a Stock Acquisition Agreement dated March 11,1999, whereby GCI acquired 92% of all issued and outstanding shares of common stack of Country Star Restaurants, Inc. ("CSR") from the RUBIN GROUP, individually and collectively, for an aggregate total of 4,552,751 shares of GCI; and WHEREAS, for reasons agreed to by the parties, GCI desires to repurchase, and the RUBIN GROUP desires to offer to GCI, the shares of GCI currently owned by the RUBIN GROUP in accordance with the terms herein; NOW THEREFORE, in consideration of the terms, representations, promises and covenants hereinafter set forth, and mutual benefits to be derived herefrom, the existence, receipt and adequacy of which are hereby acknowledged and accepted, the PARTIES agree as follows: 1. Contemporaneously herewith, GCI has paid, and the Rubin Group Acknowledges receipt at the sum total aggregate sum of $728,440. 16 by way of certified funds made payable to the trust account of the Law Offices of Arthur

H. Barens, counsel for the Rubin Group, in exchange for, the receipt of which is acknowledged by GCI, the repurchase of 4,552,751 shares of the common stock of GCI ("Stock") which represents a repurchase price at $0.16 per share, received by the Rubin Group in connection with the Agreement (of said shares, Dan J. Rubin owns 1,163,981 shares and Roy B. Rubin, M.D., PC Money Purchase Pension Plan owns 3,388,770 shares). The Rubin Group has also delivered to GCI signature guaranteed stock powers with respect to the Stock, and further agrees to execute any further documents reasonably necessary to accomplish the transfer or cancellation of the Stock. The Rubin Group, individually and collectively, represents and warrants that is the equitable and legal owner of and has good title to, the Stock, free and clear of all pledges, liens, encumbrances, security interest, equities, options, claims, charges, limitation on voting rights or rights to receive dividends, or other restriction of any kind (other than any generally imposed by federal, corporation or state securities laws) and has the right to transfer the Stock as provided herein. 2. PRIOR AGREEMENTS. The PARTIES mutually agree to terminate and cancel any and all prior agreements, business arrangements and joint ventures among the PARTIES so that upon execution of this RELEASE all prior agreements, business arrangements and joint ventures shall be void and without effect. The PARTIES also agree that the terms of this RELEASE will govern the cancellation despite any terms contained in the said prior agreements or any other understanding or agreement heretofore entered into by the PARTIES. 3. In consideration of the terms and conditions hereof, GCI (including Michael Ruge, individually), on the one hand, and the Rubin Group, individually and collectively, an the other hand, and on behalf of their partners, directors, shareholders, officers employees, agents, successors, assigns, heirs, legatees 2

and representation, and except as specifically provided for herein, each hereby fully and forever generally release and discharge the other, including its partners, directors, shareholders, officers, employees, agents, successors, assigns, heirs, legatees and representatives, and each of them, of and from all manner of actions, causes of action, claims, demands, costs, damages, liabilities, losses, obligations, expenses and compensation of any nature whatsoever in law or in equity, known and unknown, with respect to any and all claims, including but not limited

H. Barens, counsel for the Rubin Group, in exchange for, the receipt of which is acknowledged by GCI, the repurchase of 4,552,751 shares of the common stock of GCI ("Stock") which represents a repurchase price at $0.16 per share, received by the Rubin Group in connection with the Agreement (of said shares, Dan J. Rubin owns 1,163,981 shares and Roy B. Rubin, M.D., PC Money Purchase Pension Plan owns 3,388,770 shares). The Rubin Group has also delivered to GCI signature guaranteed stock powers with respect to the Stock, and further agrees to execute any further documents reasonably necessary to accomplish the transfer or cancellation of the Stock. The Rubin Group, individually and collectively, represents and warrants that is the equitable and legal owner of and has good title to, the Stock, free and clear of all pledges, liens, encumbrances, security interest, equities, options, claims, charges, limitation on voting rights or rights to receive dividends, or other restriction of any kind (other than any generally imposed by federal, corporation or state securities laws) and has the right to transfer the Stock as provided herein. 2. PRIOR AGREEMENTS. The PARTIES mutually agree to terminate and cancel any and all prior agreements, business arrangements and joint ventures among the PARTIES so that upon execution of this RELEASE all prior agreements, business arrangements and joint ventures shall be void and without effect. The PARTIES also agree that the terms of this RELEASE will govern the cancellation despite any terms contained in the said prior agreements or any other understanding or agreement heretofore entered into by the PARTIES. 3. In consideration of the terms and conditions hereof, GCI (including Michael Ruge, individually), on the one hand, and the Rubin Group, individually and collectively, an the other hand, and on behalf of their partners, directors, shareholders, officers employees, agents, successors, assigns, heirs, legatees 2

and representation, and except as specifically provided for herein, each hereby fully and forever generally release and discharge the other, including its partners, directors, shareholders, officers, employees, agents, successors, assigns, heirs, legatees and representatives, and each of them, of and from all manner of actions, causes of action, claims, demands, costs, damages, liabilities, losses, obligations, expenses and compensation of any nature whatsoever in law or in equity, known and unknown, with respect to any and all claims, including but not limited to those relating to the Stock Purchase Agreement and Plan of Merger. 4. The mutual general release set forth in paragraph 3 hereof, is and shall be a release of all claims, whether known or unknown, and the parties hereby release all rights reserved to the them by ss.1542 of the Civil Code of the State of California, which reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." In waiving the provision of ss.1542 of the Civil Code, the parties acknowledge that they may hereafter discover facts in addition to or difference from those which they now believe to be true with respect to the subject matter of the release, but agree that the release herein given shall be and remain in effect as a full and complete general release notwithstanding the discovery or existence of any such additional or different facts, of which they expressly assume the risk.
5. (a) In consideration of the terms and conditions hereof GCI agrees to indemnify, defend and hold harmless the Rubin Group and affiliates (i.e. Bayview Trading), individually and collectively, from and against all Losses, claims, 3

damages, liabilities, judgments, fines, penalties, assessments and costs and expenses incurred (including, without limitation, reasonable attorneys' fees and accounting fees and disbursements) with respect to claims of shareholders of Country Star Restaurants, Inc. ("CSR"), other than the Rubin Group, relating to the Agreement and/or

and representation, and except as specifically provided for herein, each hereby fully and forever generally release and discharge the other, including its partners, directors, shareholders, officers, employees, agents, successors, assigns, heirs, legatees and representatives, and each of them, of and from all manner of actions, causes of action, claims, demands, costs, damages, liabilities, losses, obligations, expenses and compensation of any nature whatsoever in law or in equity, known and unknown, with respect to any and all claims, including but not limited to those relating to the Stock Purchase Agreement and Plan of Merger. 4. The mutual general release set forth in paragraph 3 hereof, is and shall be a release of all claims, whether known or unknown, and the parties hereby release all rights reserved to the them by ss.1542 of the Civil Code of the State of California, which reads as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." In waiving the provision of ss.1542 of the Civil Code, the parties acknowledge that they may hereafter discover facts in addition to or difference from those which they now believe to be true with respect to the subject matter of the release, but agree that the release herein given shall be and remain in effect as a full and complete general release notwithstanding the discovery or existence of any such additional or different facts, of which they expressly assume the risk.
5. (a) In consideration of the terms and conditions hereof GCI agrees to indemnify, defend and hold harmless the Rubin Group and affiliates (i.e. Bayview Trading), individually and collectively, from and against all Losses, claims, 3

damages, liabilities, judgments, fines, penalties, assessments and costs and expenses incurred (including, without limitation, reasonable attorneys' fees and accounting fees and disbursements) with respect to claims of shareholders of Country Star Restaurants, Inc. ("CSR"), other than the Rubin Group, relating to the Agreement and/or an Agreement and Plan of Merger between GCI and CSR dated April 19, 1999, notwithstanding the foregoing, the Rubin Group shall not be entitled to indemnification pursuant to this paragraph if a court of competent jurisdiction determines that, in connection with any matter giving rise to indemnification, the Rubin Group acted fraudulently or dishonestly. (b) GCI represents that the shares issued to the Rubin Group pursuant to the Agreement were appropriately authorized and issued by GCI, and, to the best knowledge of GCI, were issued with a restrictive legend in accordance with United States Securities Laws. The parties hereto have thoroughly investigated the facts relating to the aforementioned transaction. The parties hereto warrant that they freely enter into this Release and Indemnity Agreement and are not entering into this Agreement because of any duress or fear. The parties further warrant that they have read the Release and Indemnity Agreement and have consulted with their attorneys, and understand and agree to the provisions herein.

(c)

4

6. GCI may issue a press release with respect to this transaction. Said press release shall state nothing of a negative or disparaging nature concerning the Rubin Group or any of its members and said statement shall be

damages, liabilities, judgments, fines, penalties, assessments and costs and expenses incurred (including, without limitation, reasonable attorneys' fees and accounting fees and disbursements) with respect to claims of shareholders of Country Star Restaurants, Inc. ("CSR"), other than the Rubin Group, relating to the Agreement and/or an Agreement and Plan of Merger between GCI and CSR dated April 19, 1999, notwithstanding the foregoing, the Rubin Group shall not be entitled to indemnification pursuant to this paragraph if a court of competent jurisdiction determines that, in connection with any matter giving rise to indemnification, the Rubin Group acted fraudulently or dishonestly. (b) GCI represents that the shares issued to the Rubin Group pursuant to the Agreement were appropriately authorized and issued by GCI, and, to the best knowledge of GCI, were issued with a restrictive legend in accordance with United States Securities Laws. The parties hereto have thoroughly investigated the facts relating to the aforementioned transaction. The parties hereto warrant that they freely enter into this Release and Indemnity Agreement and are not entering into this Agreement because of any duress or fear. The parties further warrant that they have read the Release and Indemnity Agreement and have consulted with their attorneys, and understand and agree to the provisions herein.

(c)

4

6. GCI may issue a press release with respect to this transaction. Said press release shall state nothing of a negative or disparaging nature concerning the Rubin Group or any of its members and said statement shall be subject to the approval of the Rubin Group which shall not be unreasonably withheld. 7. This Agreement may be executed in one or more counterparts, each of which shall constitute one and the same instrument and be binding and enforceable as if all parties had executed the same copy hereof. It may also be executed by facsimile, and a facsimile signature by a party shall have the same force and effect as an original signature. 8. DRAFTING. The PARTIES hereto agree that this RELEASE has been negotiated and drafted jointly, that the order of the paragraphs have no significance, and that the language hereof shall be construed as a whole according to its fair meaning and interpretation. 9. SURVIVAL. Notwithstanding anything to the contrary herein, all rights and obligations, representations and warranties created under or pursuant to this RELEASE shall survive the execution and delivery of this RELEASE. 10. ENTIRE AGREEMENT. This RELEASE and the documents incorporated herein or concurrently executed herewith, if any, shall constitute the entire agreement between the PARTIES hereto with respect to the subject matter hereof, and shall supersede all prior agreements, understandings, warranties, representations, and negotiations of any party herein concerning the subject matter hereof. 11. BINDING EFFECT. All covenants, promise, obligations, representations, and warranties set forth herein shall be binding on all heirs, successors, assigns, licensees, agents, and representatives of each of the PARTIES hereto as shall all of the benefits herein. 5

12. AMENDMENTS. This RELEASE may not be released, amended, or modified in any manner whatsoever except in writing signed by each of the PARTIES hereto.

6. GCI may issue a press release with respect to this transaction. Said press release shall state nothing of a negative or disparaging nature concerning the Rubin Group or any of its members and said statement shall be subject to the approval of the Rubin Group which shall not be unreasonably withheld. 7. This Agreement may be executed in one or more counterparts, each of which shall constitute one and the same instrument and be binding and enforceable as if all parties had executed the same copy hereof. It may also be executed by facsimile, and a facsimile signature by a party shall have the same force and effect as an original signature. 8. DRAFTING. The PARTIES hereto agree that this RELEASE has been negotiated and drafted jointly, that the order of the paragraphs have no significance, and that the language hereof shall be construed as a whole according to its fair meaning and interpretation. 9. SURVIVAL. Notwithstanding anything to the contrary herein, all rights and obligations, representations and warranties created under or pursuant to this RELEASE shall survive the execution and delivery of this RELEASE. 10. ENTIRE AGREEMENT. This RELEASE and the documents incorporated herein or concurrently executed herewith, if any, shall constitute the entire agreement between the PARTIES hereto with respect to the subject matter hereof, and shall supersede all prior agreements, understandings, warranties, representations, and negotiations of any party herein concerning the subject matter hereof. 11. BINDING EFFECT. All covenants, promise, obligations, representations, and warranties set forth herein shall be binding on all heirs, successors, assigns, licensees, agents, and representatives of each of the PARTIES hereto as shall all of the benefits herein. 5

12. AMENDMENTS. This RELEASE may not be released, amended, or modified in any manner whatsoever except in writing signed by each of the PARTIES hereto. 13. CONFIDENTIALITY. The PARTIES agree to treat all facts, conversations and communications relative to this RELEASE or any business dealings with, among or between the PARTIES as confidential. 14. AUTHORITY. Each of the PARTIES hereto hereby represent and warrant that it has the power, authority and capacity to enter into and perform this RELEASE and the person signing on behalf of such party represents and warrants that he is duly authorized to so act. 15. If a dispute arises over the terms of enforcement of the settlement of this Agreement and as a result litigation is instituted, the prevailing party shall be entitled to receive from the other his or her reasonable attorney's fees and costs. 16. This Agreement is made and entered into in the State of California and shall be interpreted and enforced pursuant to The laws of the State of California. The parties consent to the jurisdiction of the California courts in any action brought to enforce the terms of this Agreement. IN WITNESS WHEREOF, the undersigned has executed this Agreement on the date affixed by signature.
Dated: 8/5/99 ----------------/S/ Dan J. Rubin ---------------------------------------Dan J. Rubin /S/ Roy B. Rubin ---------------------------------------Roy B. Rubin, M.D., P.C. Money Purchase Pension Plan

Dated: 8/5/99 -----------------

12. AMENDMENTS. This RELEASE may not be released, amended, or modified in any manner whatsoever except in writing signed by each of the PARTIES hereto. 13. CONFIDENTIALITY. The PARTIES agree to treat all facts, conversations and communications relative to this RELEASE or any business dealings with, among or between the PARTIES as confidential. 14. AUTHORITY. Each of the PARTIES hereto hereby represent and warrant that it has the power, authority and capacity to enter into and perform this RELEASE and the person signing on behalf of such party represents and warrants that he is duly authorized to so act. 15. If a dispute arises over the terms of enforcement of the settlement of this Agreement and as a result litigation is instituted, the prevailing party shall be entitled to receive from the other his or her reasonable attorney's fees and costs. 16. This Agreement is made and entered into in the State of California and shall be interpreted and enforced pursuant to The laws of the State of California. The parties consent to the jurisdiction of the California courts in any action brought to enforce the terms of this Agreement. IN WITNESS WHEREOF, the undersigned has executed this Agreement on the date affixed by signature.
Dated: 8/5/99 ----------------/S/ Dan J. Rubin ---------------------------------------Dan J. Rubin /S/ Roy B. Rubin ---------------------------------------Roy B. Rubin, M.D., P.C. Money Purchase Pension Plan

Dated: 8/5/99 -----------------

6
Dated: August 5, 1999 -------------/S/ Roy B. Rubin ----------------------------------Roy B. Rubin, individually and as Trustee for Roy B. Rubin, M.D., PC Money Purchase Pension Plan

Dated:

August 5, 1999 --------------

/S/ Daniel Nourani ----------------------------------Daniel Nourani

Dated:

August 5, 1999 --------------

/S/ Michael Ruge ----------------------------------Michael Ruge, Chief Executive Officer, Go Call, Inc.

Dated:

August 5, 1999 --------------

/S/ Sima Rubin ----------------------------------Sima Rubin P.C. Money Purchase Pension Plan

Dated:

August 5, 1999 --------------

/S/ Sima Rubin ----------------------------------Sima Rubin, individually and as Trustee for Roy B. Rubin, M.D., P.C. Money Purchase Pension Plan

Approved as to form and content:

Dated:

August 5, 1999 --------------

/S/ Roy B. Rubin ----------------------------------Roy B. Rubin, individually and as Trustee for Roy B. Rubin, M.D., PC Money Purchase Pension Plan

Dated:

August 5, 1999 --------------

/S/ Daniel Nourani ----------------------------------Daniel Nourani

Dated:

August 5, 1999 --------------

/S/ Michael Ruge ----------------------------------Michael Ruge, Chief Executive Officer, Go Call, Inc.

Dated:

August 5, 1999 --------------

/S/ Sima Rubin ----------------------------------Sima Rubin P.C. Money Purchase Pension Plan

Dated:

August 5, 1999 --------------

/S/ Sima Rubin ----------------------------------Sima Rubin, individually and as Trustee for Roy B. Rubin, M.D., P.C. Money Purchase Pension Plan

Approved as to form and content:

Dated:

August 5, 1999 --------------

/S/ Arthur H. Barens ----------------------------------Arthur H. Barens, Counsel for The Rubin Group /S/ Michael Mattias ----------------------------------Michael Mattias, Counsel for Go Call, Inc.

Dated:

August 5, 1999 --------------

7 ADDENDUM TO AGREEMENT FOR THE REPURCHASE AND SALE OF STOCK AND RELEASE AND INDEMNIFICATION 17. Michael Ruge and Dan Rubin further agree that at closing, Michael Ruge will deliver a certain Ferrari automobile to Dan Rubin, in exchange for which Dan Rubin will deliver to Michael Ruge or his nominee two (2) certain Harley Davidson motorcycles. Michael will provide a written statement guaranteeing the title to the Ferrari automobile in favor of Dan Rubin or his nominee, as well as the written agreement of Michael Ruge that he will execute such further documentation as may be necessary and appropriate to guarantee and secure title of the Ferrari automobile to Dan Rubin or his nominee. In the event Michael Ruge fails to execute any documents confirming title of the Ferrari automobile to Dan Rubin or his nominee, Michael Ruge agrees and authorizes the Law Offices of Arthur H. Barens to execute any and all documents on behalf of Michael Ruge confirming the title of Dan Rubin or his nominee to the ownership of the Ferrari automobile. 18. Dan Rubin represents and warrantees that to the best of his knowledge title to the two (2) Harley Davidson motorcycles presently stands in the name of Country Star Restaurants, Inc. Rubin further covenants and agrees that in the event additional documentation is required to confirm the title to said motorcycles in favor of Country Star Restaurant or nominee he will execute same and in the event he fails to do so he will authorize Law Offices

ADDENDUM TO AGREEMENT FOR THE REPURCHASE AND SALE OF STOCK AND RELEASE AND INDEMNIFICATION 17. Michael Ruge and Dan Rubin further agree that at closing, Michael Ruge will deliver a certain Ferrari automobile to Dan Rubin, in exchange for which Dan Rubin will deliver to Michael Ruge or his nominee two (2) certain Harley Davidson motorcycles. Michael will provide a written statement guaranteeing the title to the Ferrari automobile in favor of Dan Rubin or his nominee, as well as the written agreement of Michael Ruge that he will execute such further documentation as may be necessary and appropriate to guarantee and secure title of the Ferrari automobile to Dan Rubin or his nominee. In the event Michael Ruge fails to execute any documents confirming title of the Ferrari automobile to Dan Rubin or his nominee, Michael Ruge agrees and authorizes the Law Offices of Arthur H. Barens to execute any and all documents on behalf of Michael Ruge confirming the title of Dan Rubin or his nominee to the ownership of the Ferrari automobile. 18. Dan Rubin represents and warrantees that to the best of his knowledge title to the two (2) Harley Davidson motorcycles presently stands in the name of Country Star Restaurants, Inc. Rubin further covenants and agrees that in the event additional documentation is required to confirm the title to said motorcycles in favor of Country Star Restaurant or nominee he will execute same and in the event he fails to do so he will authorize Law Offices of Matthias & Berg to execute any and all documents on behalf of himself confirming the title of the motorcycles to CSR or nominee, their nominee. 8

19. Closing date of this transaction shall be August 5,1999 at the Law Offices of Arthur H. Barens located at 10209 Santa Monica Boulevard Los Angeles, California 90067
D.J.R. R.B.R R.B.R D.N M.E.R S.R. S.R. A.H.B M.M. /S/ D.J.R. /S/ R.B.R. /S/ R.B.R /S/ D.N. /S/ M.E.R. /S/ S.R. /S/ S.R. /S/ A.H.B. /S/ M.M.

Promotion Agreement Between PageMaster Corporation and Go Call, Inc. AGREEMENT This Promotion Agreement (herein "Agreement") dated March 12,1999, by and between Go Call, Inc. (herein "Go Call") located at 15 Queen Street East, Cambridge Ontario, Canada N3C2A7 and PageMaster Corporation located at 100 E. Thousand Oaks Blvd. Suite 297, Thousand Oaks, CA 91360, shall set forth the Terms and conditions pursuant to which Go Call and PageMaster Corporation shall create a promotion as more fully described below. WHEREAS, Go Call seeks to increase its sales and website activity; and WHEREAS. PageMaster Corporation seeks to promote the contracting of paging service to clients; NOW THEREFORE, Go Call and PageMaster Corporation in consideration of the mutual obligations set forth

19. Closing date of this transaction shall be August 5,1999 at the Law Offices of Arthur H. Barens located at 10209 Santa Monica Boulevard Los Angeles, California 90067
D.J.R. R.B.R R.B.R D.N M.E.R S.R. S.R. A.H.B M.M. /S/ D.J.R. /S/ R.B.R. /S/ R.B.R /S/ D.N. /S/ M.E.R. /S/ S.R. /S/ S.R. /S/ A.H.B. /S/ M.M.

Promotion Agreement Between PageMaster Corporation and Go Call, Inc. AGREEMENT This Promotion Agreement (herein "Agreement") dated March 12,1999, by and between Go Call, Inc. (herein "Go Call") located at 15 Queen Street East, Cambridge Ontario, Canada N3C2A7 and PageMaster Corporation located at 100 E. Thousand Oaks Blvd. Suite 297, Thousand Oaks, CA 91360, shall set forth the Terms and conditions pursuant to which Go Call and PageMaster Corporation shall create a promotion as more fully described below. WHEREAS, Go Call seeks to increase its sales and website activity; and WHEREAS. PageMaster Corporation seeks to promote the contracting of paging service to clients; NOW THEREFORE, Go Call and PageMaster Corporation in consideration of the mutual obligations set forth herein and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, hereby agree as follows: 1. Description of the Promotion PageMaster Corporation in conjunction with Go Call, shall offer free new Motorola "Wordline Alphanumeric" (or equal) pagers with no activation fee to all customers responding to this promotion who purchase twelve (12) months of numeric paging and airtime products and services from PageMaster Corporation ("Purchase Customers"). 2. Consumer Cost Description Each Purchase Customer will be required to purchase twelve months of local numeric airtime at a rate of $10.33 per month through a designated nationwide airtime provider, prepaid in advance. The purchased airtime shall be non-refundable to the consumer. Additionally, Purchase Customers will be required to pay for shipping and handling costs and applicable sales taxes based on their locations. 3. Term This promotion shall begin on June 1,1999 and shall terminate June 1, 2000 (herein "Term") This term shall be extended for a 1 year period provided 3000 pagers per month are distributed to Purchase customers.

Promotion Agreement Between PageMaster Corporation and Go Call, Inc. AGREEMENT This Promotion Agreement (herein "Agreement") dated March 12,1999, by and between Go Call, Inc. (herein "Go Call") located at 15 Queen Street East, Cambridge Ontario, Canada N3C2A7 and PageMaster Corporation located at 100 E. Thousand Oaks Blvd. Suite 297, Thousand Oaks, CA 91360, shall set forth the Terms and conditions pursuant to which Go Call and PageMaster Corporation shall create a promotion as more fully described below. WHEREAS, Go Call seeks to increase its sales and website activity; and WHEREAS. PageMaster Corporation seeks to promote the contracting of paging service to clients; NOW THEREFORE, Go Call and PageMaster Corporation in consideration of the mutual obligations set forth herein and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, hereby agree as follows: 1. Description of the Promotion PageMaster Corporation in conjunction with Go Call, shall offer free new Motorola "Wordline Alphanumeric" (or equal) pagers with no activation fee to all customers responding to this promotion who purchase twelve (12) months of numeric paging and airtime products and services from PageMaster Corporation ("Purchase Customers"). 2. Consumer Cost Description Each Purchase Customer will be required to purchase twelve months of local numeric airtime at a rate of $10.33 per month through a designated nationwide airtime provider, prepaid in advance. The purchased airtime shall be non-refundable to the consumer. Additionally, Purchase Customers will be required to pay for shipping and handling costs and applicable sales taxes based on their locations. 3. Term This promotion shall begin on June 1,1999 and shall terminate June 1, 2000 (herein "Term") This term shall be extended for a 1 year period provided 3000 pagers per month are distributed to Purchase customers. 4. Responsibilities of PageMaster Corporation PageMaster Corporation shall be responsible for providing the following: a. For Purchase Customers to participate in the promotion, PageMaster Corporation shall establish and maintain a toll-free telephone number for this promotion beginning June 1,1999 and continuing until September 1, 2000 unless otherwise requested by Go Call and agreed upon by PageMaster Corporation. b. PageMaster Corporation shall provide a minimum of 100,000 up to 500,000 pagers for the fulfillment of this promotion to all Purchase Customers who prepay their annual airtime. c. PageMaster Corporation shall be responsible for all fulfillment obligations of this promotion relating to paging services, including, but not limited to, timely delivery of pagers, paging services, defective goods handling, subcontracting, deadlines, and handling of consumer and regulatory inquiries and complaints.

d. PageMaster Corporation will contract with a nationwide airtime service provider to fulfill and to ship Purchasing Customer orders direct to the Purchase Customers to fulfill this promotion in a timely manner. PageMaster Corporation has chosen for the purpose of this promotion, MetroCall Inc. to provide pager and airtime services where the nationwide airtime service provider has the facilities and the requisite governmental authority to provide such services. All Purchase Customers shall become customers of the nationwide airtime

d. PageMaster Corporation will contract with a nationwide airtime service provider to fulfill and to ship Purchasing Customer orders direct to the Purchase Customers to fulfill this promotion in a timely manner. PageMaster Corporation has chosen for the purpose of this promotion, MetroCall Inc. to provide pager and airtime services where the nationwide airtime service provider has the facilities and the requisite governmental authority to provide such services. All Purchase Customers shall become customers of the nationwide airtime service provider. The nationwide airtime service provider shall be allowed to market additional pagers arid enhanced services to all Purchase Customers, and to charge for over-calls with respect to any account with a Purchase Customer. The nationwide airtime service provider shall be able to discontinue or terminate service to any Purchase Customer in accordance with the terms of the contract between the nationwide airtime service provider and the Purchase Customer. Notwithstanding the foregoing, PageMaster Corporation shall remain solely responsible for the fulfillment of all services and obligations set forth in this Agreement. e. PageMaster Corporation shall not engage in the same or similar promotion with any other On-Line Casinos from June 1, 1999 through June 1, 2000. f. PageMaster Corporation will provide at no charge programming software that will allow Go Call to broadcast any and all messages of 125 characters or less to all Go Call consumers who have redeemed pagers on this promotion. 5. Responsibilities of Go Call a. Go Call shall prepare and distribute at its own expense, all advertising materials to be used for this promotion. b. Go Call, shall submit in advance, all artwork and advertising to PageMaster Corporation for approval as provided in Paragraph 8. c. Go Call shall not engage in the same or similar promotions during the Term of this Agreement with any other entity providing paging services, equipment or other related products and services. 6. Payment Made As Deposit On Pagers Upon the execution of this Agreement, Go Call shall forward to PageMaster Corporation a deposit in the sum of $100,000.00 to secure the availability of 100,000 pagers to all Purchase Customers who prepay their annual airtime for this promotion. The deposit is non-refundable except as follows: a. PageMaster Corporation shall refund to Go Call, $1.00 per pager on all pagers delivered to Purchase Customers pursuant to this promotion (net return) up to the maximum refund of $100,000.00. b. On the last day of each month, the refund of Go Call's portion of the deposit shall be calculated by PageMaster Corporation for the prior month and will be forwarded to Go Call by check, along with an extended accounting of all pagers and customers until September 1, 2000, unless otherwise instructed by Go Call. Go Call, upon ten (10) days written notice, shall have the right to examine the books and records of PageMaster Corporation to verify the sales resulting from this promotion. Such examination shall be made at the regular place of business of PageMaster Corporation where such books and records are maintained during normal business hours and shall be conducted at Go Call's expense by a certified public accountant or other Go Call executive so designated by Go Call.

7. Co-Op Marketing Funds PageMaster Corporation shall pay to Go Call, Co-Op Marketing funds for the promotion. PageMaster Corporation will pay Go Call $3.00 per pager (beginning with pager # 1) and 5% of all airtime renewal revenue for each pager redeemed for this promotion consistent with the terms of paragraph 6b of this Agreement. 8. Representation and Warranties PageMaster Corporation warrants and represents that it has a license to advertise and use the trademarks, logos, etc. of Motorola, Inc., PageMaster Promotions and such other third parties as may be necessary to advertise this

7. Co-Op Marketing Funds PageMaster Corporation shall pay to Go Call, Co-Op Marketing funds for the promotion. PageMaster Corporation will pay Go Call $3.00 per pager (beginning with pager # 1) and 5% of all airtime renewal revenue for each pager redeemed for this promotion consistent with the terms of paragraph 6b of this Agreement. 8. Representation and Warranties PageMaster Corporation warrants and represents that it has a license to advertise and use the trademarks, logos, etc. of Motorola, Inc., PageMaster Promotions and such other third parties as may be necessary to advertise this promotion. At least sixty (60) days prior to the commencement of the promotion, PageMaster Corporation in its sole discretion shall have the unconditional right to approve the accuracy of the description of the pager promotion and use of corporate logos and photographs and descriptions of products and services provided by designated airtime carriers or any third parties participating in the promotion; in the event of disapproval, Go Call shall not proceed with the promotion until the revised artwork or presentation is subsequently approved by PageMaster Corporation in writing. Upon termination or expiration of this Agreement, Go Call agrees not to use or advertise any trademarks, logos or other property rights of PageMaster Corporation or any third parties participating in the promotion. Any advertising, artwork, presentation, or other promotional activities (collectively "Advertising") concerning the pager Promotion not pre-approved in writing by PageMaster Corporation shall be deemed to be unauthorized by PageMaster Corporation and shall constitute a breach of this Agreement. In addition to the duty to indemnify PageMaster Corporation as provided in Paragraph 9 hereof, Go Call shall also have the duty to indemnify Motorola, Inc. or any affiliated entity from and against any and all claims, expense, suits or demands arising from such unauthorized Advertising by Go Call, or its agent, affiliate, licensee, franchisee or any other third party. 9. Indemnity Each party shall indemnify and hold harmless the other from any loss or damages, including reasonable attorneys' fees incurred by the other because of claims, suits or demands based on personal injury, death or property damage or third party claims, suits or demands of any kind to the extent such loss or damage is caused by or results from the negligent or willful acts or omissions of the other or its employees or agents, including but not limited to the unauthorized use of the trademark, logos, or other property of third parties without the consent and approval of PageMaster Corporation. PageMaster Corporation's participation in the promotion does not constitute an endorsement of the products or services of Go Call nor does Go Call's participation in the promotion constitute an endorsement of PageMaster Corporations or any third party's products or services. 10. Force Majeure Neither party will be responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay or failure is caused by any event beyond its control, which may include, but not be limited to, fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, and acts of God ("Conditions"). If any such Condition occurs, the party delayed or unable to perform shall promptly give notice to the other party and, if such Condition remains at the end of thirty (30) days thereafter, the party affected by the other party's delay or inability to perform may elect to terminate or suspend this Agreement or part thereof, and resume performance of this Agreement once the Condition ceases, with an option for the affected party to extend the period of this Agreement up to the length of time the Condition endured. PageMaster Corporation make no warranties, either express or implied, concerning the pagers or the transmission of pages by the airtime service provider, including warranties of merchantability or fitness for particular purpose. The parties agree that

PageMaster Corporation shall not be liable for service interruptions in the telecommunications industry, capacity constraints or related problems, or for any act or omission of any other entity furnishing products or services to PageMaster Corporation. PageMaster Corporations' liability shall in no event exceed an amount equivalent to the amounts received by PageMaster Corporation hereunder. 11. Choice Of Law

PageMaster Corporation shall not be liable for service interruptions in the telecommunications industry, capacity constraints or related problems, or for any act or omission of any other entity furnishing products or services to PageMaster Corporation. PageMaster Corporations' liability shall in no event exceed an amount equivalent to the amounts received by PageMaster Corporation hereunder. 11. Choice Of Law This Agreement will be governed by and construed in accordance with the laws of the State of California, exclusive of conflicts of law principles, and will, to the maximum extent practicable, be deemed to call for performance in Los Angeles County, California. Los Angeles County, California shall be the sole and exclusive venue for any litigation or dispute resolution relating to or arising out of the Agreement. To seek or receive indemnification hereunder (i) the party seeking indemnification must have properly notified the other party of any claim or litigation of which it is aware to which the indemnification relates; and the party seeking indemnification must have afforded the other the opportunity to participate in any compromise, settlement, litigation or other resolution or disposition of such claim or litigation. 12. Dispute Resolution a. The parties desire to resolve disputes arising out of this Agreement without litigation. Accordingly, except for an action seeking a temporary restraining order or injunction related to the purposes of this Agreement, or a suit to compel compliance with this dispute resolution process, the parties agree to use the following alternative dispute resolution procedure as their sole remedy with respect to any controversy or claim arising out of or relating to this Agreement or its breach. b. At the written request of a party, each party shall appoint a knowledgeable, responsible representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement. The parties intend that these negotiations be conducted by non-lawyer, business representatives. The discussions shall be left to the discretion of the representatives. Upon agreement, the representatives may utilize other alternative dispute resolution procedures such as mediation to assist in the negotiations. Discussions and correspondence among the representatives for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, which shall not be admissible in the arbitration described below or in any lawsuit without the concurrence of all parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in the arbitration or lawsuit. c. If the negotiations do not resolve the dispute within sixty (60) days of the initial written request, the dispute shall be submitted to binding arbitration by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. A party may demand such arbitration in accordance with the procedures set out in those rules. Discovery shall be controlled by the arbitrator and shall be permitted to the extent set out in this Section. Each party may submit in writing to a party, and that party shall so respond, to a maximum of any combination of thirty-five (35) (none of which may have subparts) of the following: interrogatories, demands to produce documents and requests for admission. Each party is also entitled to take the oral deposition of one (1) individual of another party. Additional discovery may be permitted upon mutual agreement of the parties. The arbitration hearing shall be commenced within sixty (60) days of the demand for arbitration and the arbitration shall be held in Los Angeles, CA. The arbitrator shall control the scheduling so as to process the matter expeditiously. The

parties may submit written briefs. The arbitrator shall rule on the dispute by issuing a written opinion within thirty (30) days after the close of hearings. The times specified in this paragraph may be extended upon mutual agreement of the parties or by the arbitrator upon a showing of good cause. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. d. Each party shall bear its own cost of these procedures. A party seeking discovery shall reimburse the responding party the cost of production of the documents (to include search time and reproduction time costs). The parties shall equally share the fees of the arbitration and the arbitrator.

parties may submit written briefs. The arbitrator shall rule on the dispute by issuing a written opinion within thirty (30) days after the close of hearings. The times specified in this paragraph may be extended upon mutual agreement of the parties or by the arbitrator upon a showing of good cause. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. d. Each party shall bear its own cost of these procedures. A party seeking discovery shall reimburse the responding party the cost of production of the documents (to include search time and reproduction time costs). The parties shall equally share the fees of the arbitration and the arbitrator. 13. Notices Any notice or demand given to either party under the Terms of this Agreement or pursuant to statute shall be in writing and shall be given or made by telegram, facsimile transmission, certified or registered mail, express mail or other overnight delivery service or hand delivery, proper postage or other charges prepaid and addressed or directed to the respective parties as follows: PAGEMASTER CORPORATION 100 E. Thousand Oaks Blvd. Suite 297 Thousand Oaks, CA 91360 ATTN: Marc Resnick, CEO GO CALL, INC. 15 Queen Street East Cambridge Ontario, Canada N3C2A7 ATTN: Ian Smith, President Such notice or demand shall be deemed to have been given or made when actually received or seventy-two (72) hours after being sent, whichever occurs first. The address for notice set out above may be changed at any time by giving thirty (30) days prior written notice in the manner above. 14. Agreement Expiration Unless this Agreement is signed by an authorized representative of Go Call and a signed copy delivered in person by mail or facsimile and personally received by an authorized representative of PageMaster Corporation by 12:01 p.m. PST, on or before March 26, 1999, this Agreement shall be deemed terminated and shall be of no further force or effect and the parties shall have no liability to one another. At PageMaster Corporation's option, an additional agreement(s) may be prepared to further negotiate this or similar promotions with Go Call. 15. Entire Agreement This Agreement represents the entire agreement and understanding of the parties hereto with respect to its subject matter hereof, and supersedes all previous representations, understandings or agreements between the parties hereto. No waiver, modification or cancellation of any term or condition of this Agreement shall be effective unless executed in writing by the party charged therewith. 16. Nonwaiver Either parties failure to enforce any of the provisions of this Agreement shall in no way be deemed to affect the validity of this Agreement. 17. Counterparts

This Agreement may be executed in duplicate counterparts, all of which together shall constitute a single instrument, and each of which shall be deemed an original of this Agreement for all purposes. 18. Successors and Assigns

This Agreement may be executed in duplicate counterparts, all of which together shall constitute a single instrument, and each of which shall be deemed an original of this Agreement for all purposes. 18. Successors and Assigns This Agreement shall be binding upon, and shall inure to the benefit of the successors, heirs, administrators, trustees and assigns of the parties. 19. Confidentiality The parties acknowledge that preparation for and execution of the promotion necessitates the exchange of confidential and proprietary information relating and belonging to the parties to this Agreement, as well as to other third parties integral to the promotion, including, without limitation, the pager manufacturer and the airtime supplier (herein "Information"). Each party agrees (1) to review, examine, inspect, obtain or utilize the information only for the purpose of this promotion, (2) to otherwise hold such Information strictly confidential, (3) to prevent the disclosure of such Information to nonessential third parties without a "need to know", and (4) to insure that each party's employees, agents and representatives and those of any integral third party understand and are bound by the confidentiality obligations of this Agreement. Each party shall indemnify the other party with respect to any loss or damage arising from the unauthorized disclosure or use of the Information by their respective employees, agents and representatives, or by those of any third party to whom such Information was disclosed. The agreements contained in this Paragraph shall survive the expiration, or termination of this Agreement. The panics hereby agree that subsequent to the expiration or termination of this Agreement, each party consents to the other party's use of its name only in connection with advertising to their respective trade or industry. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set forth below. GO CALL, Inc.
Dated: 3/13/99 ------------------By: /s/ Michael Ruge ---------------------------Michael Ruge

PAGEMASTER CORPORATION Dated: 3/13/99 ------------------By: /s/ Marc B. Resnick ---------------------------Marc B. Resnick CE0

SECURITY AND PLEDGE AGREEMENT THIS SECURITY AND PLEDGE AGREEMENT (the "Agreement") is entered into as of March 18, 1999, by and between Country Star Restaurants, Inc. a Delaware corporation, (the "Debtor") and Go Call, Inc., a Delaware corporation ("Secured Party"). RECITALS WHEREAS, pursuant to the terms of that certain Credit Line Agreement, dated as of March 18, 1999 (the "Credit Line Agreement") expired December 31, 1999, by and among Debtor and Secured Party, Debtor has delivered to Secured Party a Secured Promissory Note, expired December 31, 1999 (the "Note"), dated as of March 18, 1999; and WHEREAS, as a material inducement to Secured Party to execute the Credit Line Agreement, Debtor has agreed to pledge, as security for the payment of the obligations under the Credit Line Agreement and the Note,

SECURITY AND PLEDGE AGREEMENT THIS SECURITY AND PLEDGE AGREEMENT (the "Agreement") is entered into as of March 18, 1999, by and between Country Star Restaurants, Inc. a Delaware corporation, (the "Debtor") and Go Call, Inc., a Delaware corporation ("Secured Party"). RECITALS WHEREAS, pursuant to the terms of that certain Credit Line Agreement, dated as of March 18, 1999 (the "Credit Line Agreement") expired December 31, 1999, by and among Debtor and Secured Party, Debtor has delivered to Secured Party a Secured Promissory Note, expired December 31, 1999 (the "Note"), dated as of March 18, 1999; and WHEREAS, as a material inducement to Secured Party to execute the Credit Line Agreement, Debtor has agreed to pledge, as security for the payment of the obligations under the Credit Line Agreement and the Note, the Collateral described herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT 1. CREATION OF SECURITY INTEREST AND DESCRIPTION OF COLLATERAL. a. Debtor hereby grants, assigns and pledges as security and conveys to Secured Party, a security interest in all of the following personal property of Debtor, now owned or hereafter acquired (the "Collateral"): (1) all present and future rights of Debtor to payment of money, whether due or to become due, including, without limitation, any right to payment for goods sold or leased, or to be sold or leased, or for services rendered, or to be rendered, no matter how evidenced and whether or not earned by performance, any account, accounts receivable, instruments and chattel paper. (2) all present and fixture contract rights, general intangibles, including, but not limited to, tax and duty refunds, registered and unregistered patents, inventions, trademarks, service marks, copyrights, trade names, applications for the foregoing, trade secrets, goodwill, processes, drawings, blueprints, customer lists, franchises, permits, customer lists, licenses, whether as licensor or licensee, choses in action and other claims and existing and future 1

leasehold interests in equipment, real estate and fixtures, chattel papa, documents, instruments, securities, investment property, letters of credit, proceeds of letters of credit, bankers' acceptances, guarantees, royalties, commissions, general and limited partnership interests, whether partnership assets constitute real or personal property, and proceeds from such interests. (3) all present and future monies, securities, credit balances, deposits, deposit accounts and other property of Debtor now or hereafter held or received by or in transit to the Debtor or its affiliates or at any other depository or other institution from or for the account of Debtor, whether for safekeeping, pledge, custody, transmission, collection or otherwise, and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of accounts and other collateral, including, without limitation, rights and remedies under or relating to guarantees, contracts of suretyship, letters of credit and other insurance related to the collateral, rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, goods described in invoices, documents, contracts or accounts or other collateral, including, without limitation, returned, repossessed and reclaimed goods, and deposits by and property of account debtors or other persons securing the obligations of account debtors. (4) all of Debtor's now owned and hereafter existing or acquired inventory, raw materials, work in process, finished or unfinished goods, merchandise, other tangible personal property held for sale or lease or furnished or

leasehold interests in equipment, real estate and fixtures, chattel papa, documents, instruments, securities, investment property, letters of credit, proceeds of letters of credit, bankers' acceptances, guarantees, royalties, commissions, general and limited partnership interests, whether partnership assets constitute real or personal property, and proceeds from such interests. (3) all present and future monies, securities, credit balances, deposits, deposit accounts and other property of Debtor now or hereafter held or received by or in transit to the Debtor or its affiliates or at any other depository or other institution from or for the account of Debtor, whether for safekeeping, pledge, custody, transmission, collection or otherwise, and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of accounts and other collateral, including, without limitation, rights and remedies under or relating to guarantees, contracts of suretyship, letters of credit and other insurance related to the collateral, rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, goods described in invoices, documents, contracts or accounts or other collateral, including, without limitation, returned, repossessed and reclaimed goods, and deposits by and property of account debtors or other persons securing the obligations of account debtors. (4) all of Debtor's now owned and hereafter existing or acquired inventory, raw materials, work in process, finished or unfinished goods, merchandise, other tangible personal property held for sale or lease or furnished or to be furnished under contracts of service or used or consumed in Debtor's business, and all other inventory of whatsoever kind or nature, wherever located. (5) all of Debtor's now owned and hereafter acquired equipment, machinery, computers and computer hardware and software (whether owned or licensed), vehicles, tools, furniture, fixtures, all attachments, accessions and property now or hereafter affixed thereto or used in connection therewith, and component parts, additions, substitutions and replacements thereof, wherever located. (6) all of Debtor's present and fixture books of account of every kind or nature, purchase and sale agreements, invoices, ledger cards, bills of lading and other shipping evidence, statements, correspondence, memoranda, credit files and other data relating to the collateral or any account debtor, together with the tapes, disks, diskettes and other data and software storage media and devices, file cabinets or containers in or on which the foregoing are stored (including any rights of Debtor with respect to the foregoing maintained with or by any other person). (7) all securities owned by Debtor and all new, substituted and additional securities issued with respect thereto; together with all voting or other rights now or hereafter exercisable and all cash and noncash dividends and all other property now or hereafter receivable with respect to any of the foregoing ("Pledged Securities"). 2

(8) all products and proceeds of the foregoing, in any form, including, without limitation, insurance proceeds and any claims against third parties for loss or damage to or destruction of any or all of the foregoing. (9) all other tangible personal property of the Debtor. b. The Collateral shall include and this Agreement shall cover any and all of the proceeds, increases, accretions, and products of all of the personal property which is, or hereafter becomes, subject to this Agreement and any property which the Debtor may receive upon the sale, exchange, collection or other disposition of any portion of the Collateral or proceeds thereof, including without limitation, insurance proceeds. 2. SECURED OBLIGATIONS. The security interest granted herein shall secure the payment and performance of each of the following obligations ("Obligations") now or hereafter existing: a. All payments due under the terms of the Credit Line Agreement and the Note and all loans, advances, extensions of credit and other obligations of Debtor to Secured Party, direct or indirect, absolute or contingent, joint or several, whether or not otherwise secured; b. Debtor's obligations to pay all amounts advanced, expended or incurred by Secured Party resulting from Debtor's failure to perform any term, covenant or condition of this Agreement or resulting from Debtor's breach

(8) all products and proceeds of the foregoing, in any form, including, without limitation, insurance proceeds and any claims against third parties for loss or damage to or destruction of any or all of the foregoing. (9) all other tangible personal property of the Debtor. b. The Collateral shall include and this Agreement shall cover any and all of the proceeds, increases, accretions, and products of all of the personal property which is, or hereafter becomes, subject to this Agreement and any property which the Debtor may receive upon the sale, exchange, collection or other disposition of any portion of the Collateral or proceeds thereof, including without limitation, insurance proceeds. 2. SECURED OBLIGATIONS. The security interest granted herein shall secure the payment and performance of each of the following obligations ("Obligations") now or hereafter existing: a. All payments due under the terms of the Credit Line Agreement and the Note and all loans, advances, extensions of credit and other obligations of Debtor to Secured Party, direct or indirect, absolute or contingent, joint or several, whether or not otherwise secured; b. Debtor's obligations to pay all amounts advanced, expended or incurred by Secured Party resulting from Debtor's failure to perform any term, covenant or condition of this Agreement or resulting from Debtor's breach of any representation or warranty made by Debtor to Secured Party under this Agreement or otherwise; and c. Debtor's obligation to pay all amounts advanced, expended or incurred by Secured Party under the terms of this Agreement or for the maintenance or preservation of the Collateral. 3. COVENANTS OF DEBTOR. Debtor represents, warrants and covenants to Secured Party, as follows: a. Debtor shall maintain complete and accurate books and records with respect to the Collateral at its principal place of business in a form and substance satisfactory to Secured Party. Secured Party shall at all times be afforded access to Debtor's books and records and may inspect, audit and make copies of any and all part of such books and records and any data relating to the Collateral, and Secured Party shall have free access to and the right to obtain and copy any computer information held by Debtor or third parties pertaining to the Collateral. At Secured Party's request Debtor shall provide to Secured Party balance sheets, earnings statements and other financial data reasonably requested by Secured Party. 3

b. Debtor shall pay and perform all obligations when due, including without limitation, all obligations under this Agreement. c. Debtor shall appear in and defend any and all lawsuits and proceedings of any type which, in Secured Party's opinion, may affect the Collateral. Debtor shall pay all costs and expenses, including reasonable attorneys' fees in appearing and defending such lawsuits and proceedings. d. At Secured Party's request, Debtor shall deliver to Secured Party any and all instruments and other documents as Secured Party may request relating to all or any part of the Collateral. e. Debtor shall make any and all notations in Debtor's books and records requested by Secured Party relating to all or any part of the Collateral. f. Debtor shall execute any and all documents and instruments, including any specified by Secured Party, to evidence, effectuate, perfect, maintain, preserve and protect Secured Party's security interest in the Collateral. g. Debtor shall post such notices as Secured Party may designate upon the Collateral or in or about the areas where the Collateral may be located. h. Debtor shall affix to all items of tangible Collateral such plate or sticker as Secured Party may, at any time, designate.

b. Debtor shall pay and perform all obligations when due, including without limitation, all obligations under this Agreement. c. Debtor shall appear in and defend any and all lawsuits and proceedings of any type which, in Secured Party's opinion, may affect the Collateral. Debtor shall pay all costs and expenses, including reasonable attorneys' fees in appearing and defending such lawsuits and proceedings. d. At Secured Party's request, Debtor shall deliver to Secured Party any and all instruments and other documents as Secured Party may request relating to all or any part of the Collateral. e. Debtor shall make any and all notations in Debtor's books and records requested by Secured Party relating to all or any part of the Collateral. f. Debtor shall execute any and all documents and instruments, including any specified by Secured Party, to evidence, effectuate, perfect, maintain, preserve and protect Secured Party's security interest in the Collateral. g. Debtor shall post such notices as Secured Party may designate upon the Collateral or in or about the areas where the Collateral may be located. h. Debtor shall affix to all items of tangible Collateral such plate or sticker as Secured Party may, at any time, designate. i. Debtor shall notify Secured Party immediately of any theft, loss, destruction of, or damage to any or all of the Collateral and shall immediately notify Secured Party of any condition or event which may tend to impair the value of any or all of the Collateral. j. Debtor shall promptly pay any and all expenses incurred in the purchase, delivery, repair or use of the Collateral. k. Debtor shall segregate all cash or other liquid proceeds of any portion of the Collateral in a separate and segregated account in a bank or other financial institution approved by Secured Party. Debtor shall, and Secured Party may, notify such bank or financial institution with whom such deposit account is maintained that such deposit account is pledged as Collateral security under the terms of this Agreement. l. Debtor shall give Secured Party prompt notice of all claims, actions and proceedings instituted or threatened against Debtor or affecting all or any part of the Collateral. 4

m. Without Secured Party's prior written consent, Debtor shall not sell, transfer, pledge, hypothecate, lease or otherwise dispose of or abandon all or any part of the Collateral, other than inventory in the ordinary course of business. n. Debtor shall at all times provide and maintain at Debtors cost, insurance coverage of the Collateral against loss or damage by fire, earthquake and other risks normally covered by extended insurance coverage, including without limitation, theft, burglary and other risks customarily insured against by companies engaged in businesses similar to that of Debtor. Each policy shall be in an amount, and upon such terms and conditions and with such company as is reasonably satisfactory to Secured Party. Such insurance coverage shall be payable to both Secured Party and Debtor as their interests may appear. o. Debtor shall not undertake any acts which will modify the terms of any of the accounts, instruments or general intangibles which constitute a part of the Collateral without the prior written consent of Secured Party. p. Debtor assumes all risk and liability arising from the use and operation of the Collateral, either by negligence or otherwise, and hereby indemnifies and holds Secured Party harmless from and against any and all claims, costs, damages, losses, and expenses, including but not limited to, attorneys' fees, arising out of or related to the Collateral, any loss or damage of any kind to any person or property caused by the Collateral, or its use and

m. Without Secured Party's prior written consent, Debtor shall not sell, transfer, pledge, hypothecate, lease or otherwise dispose of or abandon all or any part of the Collateral, other than inventory in the ordinary course of business. n. Debtor shall at all times provide and maintain at Debtors cost, insurance coverage of the Collateral against loss or damage by fire, earthquake and other risks normally covered by extended insurance coverage, including without limitation, theft, burglary and other risks customarily insured against by companies engaged in businesses similar to that of Debtor. Each policy shall be in an amount, and upon such terms and conditions and with such company as is reasonably satisfactory to Secured Party. Such insurance coverage shall be payable to both Secured Party and Debtor as their interests may appear. o. Debtor shall not undertake any acts which will modify the terms of any of the accounts, instruments or general intangibles which constitute a part of the Collateral without the prior written consent of Secured Party. p. Debtor assumes all risk and liability arising from the use and operation of the Collateral, either by negligence or otherwise, and hereby indemnifies and holds Secured Party harmless from and against any and all claims, costs, damages, losses, and expenses, including but not limited to, attorneys' fees, arising out of or related to the Collateral, any loss or damage of any kind to any person or property caused by the Collateral, or its use and operation, or Debtor's performance under this Agreement. q. Debtor shall hold all proceeds of the Collateral in trust for Secured Party and shall not commingle such proceeds with any other property. r. Debtor shall comply with all statutes, regulations and ordinances pertaining to the Collateral and the conduct of Debtor's activities and business; and if any suit or proceeding is initiated by or against Secured Party in connection with this Agreement, Debtor shall make all of Debtor's personnel available to Secured Party and shall in all ways cooperate with Secured Party in the defense or prosecution of such suit or proceeding. 4. FURTHER AGREEMENTS OF THE PARTIES. In connection with Secured Party's rights to the Collateral, Debtor represents, warrants and agrees that: a. Debtor owns all right, title and interest in an to the Collateral and has not pledged, granted a security interest in or hypothecated any of the Collateral; b. Secured Party is authorized to receive, retain and apply as additional security hereunder, any proceeds, distributions, substitutions and other receipts hereafter accruing to the Collateral and to notify any third party, including any party to a contract or other document which is part of the Collateral, of Secured Party's interest hereunder and to make any and all distributions or performances with respect to the Collateral directly to Secured Party. Debtor hereby expressly authorizes and instructs any such third party to 5

act in accordance with the foregoing terms of this paragraph until it shall have received further written notice from Debtor and from Secured Party and Debtor hereby indemnities and holds harmless any such third party for acts taken hereunder prior to the receipt of such written notice; and c. At its option, Secured Party may discharge any liens, security interests, or other claims levied or made against the Collateral, may pay for the maintenance and preservation of the Collateral and, should Debtor fail or refuse to make any payment or perform any covenant or obligation or condition required by the terms of any obligation secured by the Credit Line Agreement, the Note and this Agreement or hereunder, Secured Party may, in its sole discretion, and without notice to Debtor, perform or satisfy such covenant, condition or claim in such manner and to such extent as Secured Party may deem necessary to protect the Collateral and the security of this Agreement, the Credit Line Agreement and the Note. In addition, Secured Party may extend the time for performance, waive performance, or otherwise modify the performance of the Obligations. In the event Secured Party shall take any action pursuant to this paragraph, then such action shall not in any respect release Debtor from any of the terms or conditions hereof or from performance of the Obligations secured hereby strictly in accordance with their terms, and Debtor shall, upon demand, reimburse Secured Party for any payment made or any expense incurred

act in accordance with the foregoing terms of this paragraph until it shall have received further written notice from Debtor and from Secured Party and Debtor hereby indemnities and holds harmless any such third party for acts taken hereunder prior to the receipt of such written notice; and c. At its option, Secured Party may discharge any liens, security interests, or other claims levied or made against the Collateral, may pay for the maintenance and preservation of the Collateral and, should Debtor fail or refuse to make any payment or perform any covenant or obligation or condition required by the terms of any obligation secured by the Credit Line Agreement, the Note and this Agreement or hereunder, Secured Party may, in its sole discretion, and without notice to Debtor, perform or satisfy such covenant, condition or claim in such manner and to such extent as Secured Party may deem necessary to protect the Collateral and the security of this Agreement, the Credit Line Agreement and the Note. In addition, Secured Party may extend the time for performance, waive performance, or otherwise modify the performance of the Obligations. In the event Secured Party shall take any action pursuant to this paragraph, then such action shall not in any respect release Debtor from any of the terms or conditions hereof or from performance of the Obligations secured hereby strictly in accordance with their terms, and Debtor shall, upon demand, reimburse Secured Party for any payment made or any expense incurred by Secured Party in performance pursuant to this paragraph together with interest thereon at the lesser of ten percent (10%) per annum or the highest lawful rate from the date any such payment or expense is incurred. The amount of any obligation of Debtor resulting from the terms of this paragraph shall be added to and shall be secured by this Agreement and the security interest created hereby. 5. DELIVERY OF PLEDGED SECURITIES. All certificates representing the Pledged Securities shall be delivered to Secured Party by Debtor pursuant hereto endorsed in suitable form for transfer by endorsement and delivery by Secured Party, and accompanied by any required transfer tax stamps, all in form and substance satisfactory to Secured Party. In the event that Debtor receives any additional securities or non-cash distributions, with respect to Pledged Securities or substitute Collateral, Debtor shall immediately pledge to Secured Party and deposit with Secured Party certificates representing all such securities. All such securities constitute Collateral and are subject to all provisions of this Agreement. Debtor shall instruct the issuer of any securities pledged pursuant to this Agreement that all non-cash distributions with respect to those securities shall be delivered to Secured Party. 6. ADMINISTRATION OF SECURITIES COLLATERAL. The following provisions shall govern the administration of any securities pledged: a. Subject to the limitations of subsection 6(b), Debtor irrevocably constitutes and appoints Secured Party, whether or not the securities have been transferred into the name of Secured Party, as Debtor's proxy with full power, in the same manner, to the same extent and with the same effect as if Debtor were to do the same, to exercise any and all voting and other consensual rights pertaining to the securities and to do all things that Debtor can do or could do as stockholder, giving Secured Party full power of substitution and revocation. This irrevocable proxy shall terminate at such time 6

as this Agreement is no longer in full force and effect and all Obligations are paid in full. The foregoing proxy is coupled with an interest sufficient in law to support an irrevocable power. Debtor hereby revokes any proxy or proxies heretofore given to any person or persons and agrees not to give any other proxies in derogation hereof until such time as this Agreement is no longer in full force and effect. b. The forgoing irrevocable proxy shall be exercisable by Secured Party only upon: (1) the occurrence and continuance of an Event of Default under this Agreement, the Credit Line Agreement or the Note, and (ii) the giving of written notice of the occurrence thereof to Debtor, and until such time: (1) Debtor shall be entitled to exercise any and all voting and other rights pertaining to the securities or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Credit Line Agreement or the Note, or any document or instrument delivered or to be delivered pursuant to or in connection herewith or therewith; and (2) Secured Party shall execute and deliver (or cause to be executed and delivered) to Debtor all such proxies

as this Agreement is no longer in full force and effect and all Obligations are paid in full. The foregoing proxy is coupled with an interest sufficient in law to support an irrevocable power. Debtor hereby revokes any proxy or proxies heretofore given to any person or persons and agrees not to give any other proxies in derogation hereof until such time as this Agreement is no longer in full force and effect. b. The forgoing irrevocable proxy shall be exercisable by Secured Party only upon: (1) the occurrence and continuance of an Event of Default under this Agreement, the Credit Line Agreement or the Note, and (ii) the giving of written notice of the occurrence thereof to Debtor, and until such time: (1) Debtor shall be entitled to exercise any and all voting and other rights pertaining to the securities or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Credit Line Agreement or the Note, or any document or instrument delivered or to be delivered pursuant to or in connection herewith or therewith; and (2) Secured Party shall execute and deliver (or cause to be executed and delivered) to Debtor all such proxies and other instruments as Debtor may reasonably request for the purpose of enabling it to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (1) above. c. Debtor covenants to promptly cause any of the Pledged Securities which are unregistered to become registered with the Securities and Exchange Commission pursuant to any applicable registration rights agreements. Upon such registration, Debtor hereby agrees to cause, subject to the applicable consent provisions herein, such Pledged Securities to be sold as quickly as is reasonable prudent. Debtor acknowledges that proceeds of such sale shall be used to partially prepay the Obligations underlying this Agreement, the Credit Line Agreement or the Note as provided therein. d. If Secured Party consents to a sale of any of the Pledged Securities, then upon consummation of the sale, Debtor shall promptly notify Secured Party of such sale and the amount of proceeds received. Debtor shall segregate all cash or other proceeds in an account, including a brokerage account, at an institution approved by Secured Party. Debtor shall notify such institution that such account is pledged hereunder. Pursuant to the terms of this Agreement, the Credit Line Agreement and the Note, such proceeds shall be paid directly to Secured Party in partial satisfaction of the Obligations underlying this Agreement, the Credit Line Agreement or the Note. 7. EVENTS OF DEFAULT. Debtor shall be in default under the terms of this Agreement and the obligations secured by this Agreement upon the happening of any of the following events or conditions: 7

a. Upon default in the payment or performance of any Obligation secured hereby or of any covenant or condition in this Agreement, the Credit Line Agreement or the Note; b. If any material part of the Collateral is lost, stolen, damaged or destroyed, or any levy, lien, seizure or attachment, including without limitation, any federal or state tax lien, is made thereof or thereon and such loss, theft, damage or destruction is not replaced or repaired, or such levy, seizure or attachment is not removed within five (5) days after the date thereof; and c. If Debtor shall make any assignment for the benefit of creditors; if a receiver shall at any time be appointed for any of the assets of' Debtor; or if a petition is filed by or against Debtor, either voluntarily or involuntarily, under any bankruptcy or insolvency laws. 8. RIGHTS UPON DEFAULT. Upon such default and at any time thereafter, Secured Party shall have, and may take in any order and without waiving its right to subsequent election or any alternative remedy: a. All of the remedies of a Secured Party under the Uniform Commercial Code as adopted in the State of California, as now or hereafter in effect; b. All remedies provided to it under any of the terms of any Obligation secured hereby;

a. Upon default in the payment or performance of any Obligation secured hereby or of any covenant or condition in this Agreement, the Credit Line Agreement or the Note; b. If any material part of the Collateral is lost, stolen, damaged or destroyed, or any levy, lien, seizure or attachment, including without limitation, any federal or state tax lien, is made thereof or thereon and such loss, theft, damage or destruction is not replaced or repaired, or such levy, seizure or attachment is not removed within five (5) days after the date thereof; and c. If Debtor shall make any assignment for the benefit of creditors; if a receiver shall at any time be appointed for any of the assets of' Debtor; or if a petition is filed by or against Debtor, either voluntarily or involuntarily, under any bankruptcy or insolvency laws. 8. RIGHTS UPON DEFAULT. Upon such default and at any time thereafter, Secured Party shall have, and may take in any order and without waiving its right to subsequent election or any alternative remedy: a. All of the remedies of a Secured Party under the Uniform Commercial Code as adopted in the State of California, as now or hereafter in effect; b. All remedies provided to it under any of the terms of any Obligation secured hereby; c. All other remedies afforded by applicable law; d. Secured Party may assemble the Collateral, but shall give Debtor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. The requirements of reasonable notice shall be met if such notice is mailed, postage prepaid, to the address of Debtor shown herein below at least five days before the time of the sale or disposition. Secured Party may be a purchaser at any such sale. Expenses of retaking, holding, preparing for sale, selling or the like shall include Secured Party's reasonable attorneys' fees and legal expenses; e. Without breach of the peace and without notice to Debtor, Secured Party may enter any premises of Debtor to search for, take and store any of the Collateral or any records thereof or to maintain and store the Collateral or any records thereof at the Debtor's premises without cost or expense to Secured Party; f. Secured Party may withhold, retain and apply in offset any monies owed to Debtor against the total amounts due to Secured Party hereunder and secured by this Agreement; and g. All of the foregoing rights may be exercised concurrently or in such order as Secured Party may determine. Failure of Secured Party to exercise any rights it may have upon the Debtor's default hereunder or under the terms of any Obligation secured hereby shall not be deemed a waiver of its 8

rights thereupon or to be a release of Debtor from any Obligation hereunder or under the terms of said Obligations secured hereby unless such waiver or release is given in writing by Secured Party, and in the event thereof, no such waiver shall be deemed to constitute a waiver of any succeeding default. 9. PRIVATE SALE. Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale pursuant to Section 8 hereof conducted in a commercially reasonable manner. Debtor hereby waives any claims against Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if Debtor accepts the first offer received and does not offer the Collateral to more than one offeree. 10. DEFICIENCY. If the proceeds of sale, collection or other realization of or upon the Collateral pursuant to Section 8 hereof are insufficient to cover the costs and expenses of such realization and the payment in full of the Obligations, Debtor shall remain liable for any deficiency.

rights thereupon or to be a release of Debtor from any Obligation hereunder or under the terms of said Obligations secured hereby unless such waiver or release is given in writing by Secured Party, and in the event thereof, no such waiver shall be deemed to constitute a waiver of any succeeding default. 9. PRIVATE SALE. Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale pursuant to Section 8 hereof conducted in a commercially reasonable manner. Debtor hereby waives any claims against Secured Party arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if Debtor accepts the first offer received and does not offer the Collateral to more than one offeree. 10. DEFICIENCY. If the proceeds of sale, collection or other realization of or upon the Collateral pursuant to Section 8 hereof are insufficient to cover the costs and expenses of such realization and the payment in full of the Obligations, Debtor shall remain liable for any deficiency. 11. APPLICATION OF PROCEEDS. Except as otherwise herein expressly provided, the proceeds of any collection, sale or other part of the Collateral pursuant hereto, and any other cash at the time held by or on behalf of Secured Party under this Agreement, shall be applied by Secured Party: FIRST, to the payment of the costs and expenses of such collection, sale or other realization (if any) and the costs, fees, expenses and other amounts owing to Secured Party under Section 8 hereof; NEXT, to the payment in full of the Obligations, in each case, equally and ratably in accordance with the amounts then due and owing; and FINALLY, after payment in full of the foregoing, the payment to Debtor, or its successors or assigns, or as a court of competent jurisdiction may direct, of any Collateral surplus then remaining. As used in Sections 10 or 11, "proceeds" of Collateral shall mean cash and other property realized in respect of, and distributions in kind of, Collateral, including any thereof received under any reorganization, liquidation or adjustment of debt of Debtor. 12. INDEMNITY AND EXPENSES. a. Debtor agrees to indemnify Secured Party from and against any and all claims, losses, liabilities and expenses arising out of or resulting from: (i) this Agreement (including, without limitation, enforcement of this Agreement), or (ii) any refund or adjustment of any amount paid or payable to Secured Party under or in respect of this Agreement, or any interest therein, that may be ordered or otherwise required by any person. 9

b. Debtor will, on demand, pay to Secured Party the amount of all expenses (including the fees and expenses of counsel and of experts and agents) of, or incident to, the enforcement of any of the provisions of this Agreement, or performance by Secured Party of any Obligations of Debtor in respect of the Collateral which Debtor has failed or refused to perform, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of all of the Collateral or any part thereof and for the care of the Collateral and defending or asserting rights and claims of Secured Party in respect thereof, by litigation or otherwise, and all such expenses shall be Obligations. 13. FURTHER ASSURANCES. Debtor agrees that, from time to time upon the written request of Secured Party, Debtor shall execute and deliver such further documents and do such other acts and things as Secured Party may reasonably request in order fully to effectuate the purposes of this Agreement. 14. GENERAL PROVISIONS. a. Debtor hereby waives insofar as legally possible any and all rights to notice, demand or other action of

b. Debtor will, on demand, pay to Secured Party the amount of all expenses (including the fees and expenses of counsel and of experts and agents) of, or incident to, the enforcement of any of the provisions of this Agreement, or performance by Secured Party of any Obligations of Debtor in respect of the Collateral which Debtor has failed or refused to perform, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of all of the Collateral or any part thereof and for the care of the Collateral and defending or asserting rights and claims of Secured Party in respect thereof, by litigation or otherwise, and all such expenses shall be Obligations. 13. FURTHER ASSURANCES. Debtor agrees that, from time to time upon the written request of Secured Party, Debtor shall execute and deliver such further documents and do such other acts and things as Secured Party may reasonably request in order fully to effectuate the purposes of this Agreement. 14. GENERAL PROVISIONS. a. Debtor hereby waives insofar as legally possible any and all rights to notice, demand or other action of Secured Party precedent to the institution of legal action upon Obligations hereof. b. Upon delivery of reasonable written or telephonic notice, Secured Party shall be entitled to enter the place of business of Debtor during normal business hours to inspect the Collateral. c. In the event that now or at any time hereafter there are more debtors or successors in interest to Debtor in the Collateral, they shall be jointly and severally liable hereunder. Unless otherwise defined herein, words used have the meanings given them in the Uniform Commercial Code as adopted in the State of California. All exhibits to this Agreement are incorporated by reference. In this Agreement whenever and whereafter the context so requires, the singular shall include the plural, and the masculine, the feminine or neuter gender, or vice versa. In the event of any action or proceeding arising out of or related to this Agreement, the prevailing party shall be entitled to recover from the losing party all costs of such proceeding, including, without limitation, reasonable attorneys' and expert witnesses' fees whether or not such proceeding is prosecuted to judgment. All agreements, covenants, conditions and provisions of this Agreement shall apply to and bind the heirs, executors, administrators and assigns of all parties hereto, and all the successors in, interest of Debtor in the Collateral. d. This Agreement may be executed in counterparts; each executed counterpart hereof shall constitute an original; all shall constitute but one and the same Agreement which shall become effective when it is signed and delivered by Debtor. 10

e. Except as otherwise expressly provided in this Agreement or by law, any and all notices or other communications required or permitted by this Agreement or by law to be served on, given to or delivered to any party hereto by any other party to this Agreement shall be in writing and shall be deemed duly served, given, delivered and received when: (1) if personally delivered to the party to whom directed, on the date of such hand delivery, (ii) if sent by telecopier and followed by first class mail, the later of the date sent by telecopier or deposited in the mails, or (iii) if by overnight courier, the date of delivery by the overnight courier, addressed as follows if to Debtor, to: Country Star Restaurants, Inc. 1000 Universal Center Drive Unit 195 Universal City, CA 91608 Telecopier No. 818-622-6422 if to Secured Party, to: Go Call, Inc. 15 Queen Street East Cambridge, Ontario Canada N3C 2A7 Telecopier No. (519)6510457

e. Except as otherwise expressly provided in this Agreement or by law, any and all notices or other communications required or permitted by this Agreement or by law to be served on, given to or delivered to any party hereto by any other party to this Agreement shall be in writing and shall be deemed duly served, given, delivered and received when: (1) if personally delivered to the party to whom directed, on the date of such hand delivery, (ii) if sent by telecopier and followed by first class mail, the later of the date sent by telecopier or deposited in the mails, or (iii) if by overnight courier, the date of delivery by the overnight courier, addressed as follows if to Debtor, to: Country Star Restaurants, Inc. 1000 Universal Center Drive Unit 195 Universal City, CA 91608 Telecopier No. 818-622-6422 if to Secured Party, to: Go Call, Inc. 15 Queen Street East Cambridge, Ontario Canada N3C 2A7 Telecopier No. (519)6510457 Any party may change its address for the purpose of this paragraph by giving written notice of such change to the other parties in the manner provided in this paragraph. f. This Agreement shall be construed and interpreted in accordance with the laws (including all applicable choice of laws rules) of the State of California. Any dispute arising under this Agreement, whether during the term of this Agreement or at any subsequent time, shall be resolved exclusively in the courts of the State of California. All terms not defined herein are used as set forth in the California Commercial Code. g. Secured Party shall not have any duty of care with respect to the Collateral, except to exercise reasonable care with respect to the Collateral in its custody, but shall be deemed to have exercised reasonable care if it exercises the same degree of care and skill with respect to the Collateral as a prudent person would in the conduct of his or her own affairs, or if Secured Party takes such action with respect to the Collateral as the Debtor requests in writing, but neither failure to comply with any such request nor any omission to do any such act requested by Debtor shall be deemed a failure to exercise reasonable care. h. The rights and remedies of Secured Party hereunder, the security interests created hereby and the Obligations of Debtor hereunder (commencing on the date hereof and until the termination of this Agreement) are absolute, irrevocable and unconditional, irrespective of: 11

(1) any amendment to, waiver of consent to or departure from, or failure to exercise any right, remedy, power or privilege under or in respect of, any of the Obligations, or any other agreement or instrument relating thereto; (2) the acceleration of the maturity of any of the Obligations or any other modification of the time of payment thereof; (3) any substitution, release or exchange of any other security for or guarantee of any of the Obligations or the failure to create, preserve, validate, perfect or protect any other security interest granted to, or purported to be granted to, or in favor of, Secured Party; or (4) any other event or Circumstance whatsoever which might otherwise constitute a legal or equitable discharge of a surety or a guarantor, it being the intent of this Section 14(h) that the Obligations of Debtor hereunder shall be absolute, irrevocable and unconditional under any and all circumstances. i. This Agreement, the Obligations and the security interests created hereunder shall automatically be reinstated, if any, to the extent that for any reason any payment by or on behalf of Debtor in respect of the Obligations is

(1) any amendment to, waiver of consent to or departure from, or failure to exercise any right, remedy, power or privilege under or in respect of, any of the Obligations, or any other agreement or instrument relating thereto; (2) the acceleration of the maturity of any of the Obligations or any other modification of the time of payment thereof; (3) any substitution, release or exchange of any other security for or guarantee of any of the Obligations or the failure to create, preserve, validate, perfect or protect any other security interest granted to, or purported to be granted to, or in favor of, Secured Party; or (4) any other event or Circumstance whatsoever which might otherwise constitute a legal or equitable discharge of a surety or a guarantor, it being the intent of this Section 14(h) that the Obligations of Debtor hereunder shall be absolute, irrevocable and unconditional under any and all circumstances. i. This Agreement, the Obligations and the security interests created hereunder shall automatically be reinstated, if any, to the extent that for any reason any payment by or on behalf of Debtor in respect of the Obligations is rescinded or must otherwise be restored or repaid by Secured Party or any holder of the Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, and Debtor shall indemnify Secured Party on demand for all reasonable costs and expenses (including, without limitation, fees of counsel) incurred by Secured Party in connection with such rescission or restoration. 12

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written at Los Angeles, California. ("Secured Party') GO CALL, INC.
By: /S/ signature ----------------------

("Debtor") COUNTRY STAR RESTAURANTS, INC.
By: /S/ signature ----------------------

13

SECURED PROMISSORY NOTE
$500,000 March 18, 1999 Cambridge, Ontario

At the times hereinafter stated, for value received, Country Star

Restaurants, Inc., a Delaware corporation ("Obligor"), promises to pay to Go Call, Inc., a Delaware corporation, or order ("Obligee"), at such place as may be designated in writing, the principal sum of up to $500,000 in lawful money of the United States of America, with interest from the date hereof on unpaid principal at the rate of seven percent (7%) per annum. The "principal sum" shall be equal to that amount which has been advanced by Obligee

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written at Los Angeles, California. ("Secured Party') GO CALL, INC.
By: /S/ signature ----------------------

("Debtor") COUNTRY STAR RESTAURANTS, INC.
By: /S/ signature ----------------------

13

SECURED PROMISSORY NOTE
$500,000 March 18, 1999 Cambridge, Ontario

At the times hereinafter stated, for value received, Country Star

Restaurants, Inc., a Delaware corporation ("Obligor"), promises to pay to Go Call, Inc., a Delaware corporation, or order ("Obligee"), at such place as may be designated in writing, the principal sum of up to $500,000 in lawful money of the United States of America, with interest from the date hereof on unpaid principal at the rate of seven percent (7%) per annum. The "principal sum" shall be equal to that amount which has been advanced by Obligee to Obligor and remains outstanding under that certain Credit Line Agreement between Obligee and Obligor, dated as of March 18, 1999, and shall be payable in one installment, together with all accrued and unpaid interest thereon, on December 31, 1999. Obligor may prepay the outstanding principal and accrued interest in whole or in part at any time without penalty. All payments under this Promissory Note shall be first attributed to accrued and unpaid interest owing hereunder, and thereafter to the principal amount of the obligation on this Promissory Note. The obligation underlying this Promissory Note is secured pursuant to the terms of that certain Security and Pledge Agreement (the "Pledge Agreement"), of even date herewith, executed by Obligor and Obligee. If the holder of this Promissory Note refers it to an attorney for collection or seeks legal advice following a default under this Promissory Note, or if an action is instituted on this Promissory Note, or any other judicial or nonjudicial action is instituted by the holder hereof or any other person and an attorney is employed by the holder to appear in such action or proceeding, Obligor and every endorser and guarantor hereof, and every person who assumes the obligations evidenced by this Promissory Note, jointly and severally, promise to pay reasonable attorneys' fees for services performed by the holders attorney, and all costs and expenses incurred incident to such employment. Obligor and every endorser and guarantor hereof waive diligence, demand, presentment for payment, notice of non-payment, protest and notice of protest, notice of dishonor of this Promissory Note, and expressly agree that at the option of the holder, this Promissory Note or any payment hereunder may be extended from time to time and further consent to the acceptance of security for 1

SECURED PROMISSORY NOTE
$500,000 March 18, 1999 Cambridge, Ontario

At the times hereinafter stated, for value received, Country Star

Restaurants, Inc., a Delaware corporation ("Obligor"), promises to pay to Go Call, Inc., a Delaware corporation, or order ("Obligee"), at such place as may be designated in writing, the principal sum of up to $500,000 in lawful money of the United States of America, with interest from the date hereof on unpaid principal at the rate of seven percent (7%) per annum. The "principal sum" shall be equal to that amount which has been advanced by Obligee to Obligor and remains outstanding under that certain Credit Line Agreement between Obligee and Obligor, dated as of March 18, 1999, and shall be payable in one installment, together with all accrued and unpaid interest thereon, on December 31, 1999. Obligor may prepay the outstanding principal and accrued interest in whole or in part at any time without penalty. All payments under this Promissory Note shall be first attributed to accrued and unpaid interest owing hereunder, and thereafter to the principal amount of the obligation on this Promissory Note. The obligation underlying this Promissory Note is secured pursuant to the terms of that certain Security and Pledge Agreement (the "Pledge Agreement"), of even date herewith, executed by Obligor and Obligee. If the holder of this Promissory Note refers it to an attorney for collection or seeks legal advice following a default under this Promissory Note, or if an action is instituted on this Promissory Note, or any other judicial or nonjudicial action is instituted by the holder hereof or any other person and an attorney is employed by the holder to appear in such action or proceeding, Obligor and every endorser and guarantor hereof, and every person who assumes the obligations evidenced by this Promissory Note, jointly and severally, promise to pay reasonable attorneys' fees for services performed by the holders attorney, and all costs and expenses incurred incident to such employment. Obligor and every endorser and guarantor hereof waive diligence, demand, presentment for payment, notice of non-payment, protest and notice of protest, notice of dishonor of this Promissory Note, and expressly agree that at the option of the holder, this Promissory Note or any payment hereunder may be extended from time to time and further consent to the acceptance of security for 1

this Promissory Note, all without in any manner affecting the liability of the Obligor, and any endorsers or guarantors hereof. This Promissory Note shall be construed and interpreted in accordance with the laws (including all applicable choice of laws rules) of the State of California. Any dispute arising under this Promissory Note, whether dining the term of this Promissory Note or at any subsequent time, shall be resolved exclusively in the courts of the State of California. The undersigned Obligor has executed this Promissory Note as of the date first written above at Los Angeles, California. "Obligor" COUNTRY STAR RESTAURANTS, INC.
By: /S/ signature --------------------President

2

this Promissory Note, all without in any manner affecting the liability of the Obligor, and any endorsers or guarantors hereof. This Promissory Note shall be construed and interpreted in accordance with the laws (including all applicable choice of laws rules) of the State of California. Any dispute arising under this Promissory Note, whether dining the term of this Promissory Note or at any subsequent time, shall be resolved exclusively in the courts of the State of California. The undersigned Obligor has executed this Promissory Note as of the date first written above at Los Angeles, California. "Obligor" COUNTRY STAR RESTAURANTS, INC.
By: /S/ signature --------------------President

2

IRVING INSIK MOON
48 Steele Valley Road Thornhill, Ontario, L3T 1M4 Tel: 905-881-0606 Michael Ruge, CEO Go Call Inc. 15 Queen Street, East, Cambridge, Ontario N3C 2A7 Re: Indexus Inc. ---------------Fax: 905-881-8170 April I7, 1999

Dear Mr. Ruge: This will confirm our agreement made between Irving Insik Moon ("Moon") and Go Call Inc., relating to the creation of a new joint venture company to be known as Indexus Inc. (or some variation thereof) upon the following terms and conditions: 1. NAME OF COMPANY - Indexus Inc. (or some variation thereof) ("Newco") Go Call Inc. which is the owner of the registered "Indexus" would consent to our use of that name and would grant Newco a royalty free license for unlimited time to use such word in Newco's Corporate name and related marketing. 2. NATURE OF BUSINESS - The Business of Newco is to create and operate an internet comparison shopping services, internet yellow page services, other related businesses such as banner advertisement and IPG (International Programmers Guild) ("program") 3. DIRECTORS - Newco's sole director and officer would be: Irving Insik Moon - Director and President 4. COMPANY'S CAPITAL -Newco requires US$1,250,000.00 to pursue the aforesaid program. 5. PROPOSED SHARE STRUCTURE - Newco would issue the following common shares and preferred shares.

IRVING INSIK MOON
48 Steele Valley Road Thornhill, Ontario, L3T 1M4 Tel: 905-881-0606 Michael Ruge, CEO Go Call Inc. 15 Queen Street, East, Cambridge, Ontario N3C 2A7 Re: Indexus Inc. ---------------Fax: 905-881-8170 April I7, 1999

Dear Mr. Ruge: This will confirm our agreement made between Irving Insik Moon ("Moon") and Go Call Inc., relating to the creation of a new joint venture company to be known as Indexus Inc. (or some variation thereof) upon the following terms and conditions: 1. NAME OF COMPANY - Indexus Inc. (or some variation thereof) ("Newco") Go Call Inc. which is the owner of the registered "Indexus" would consent to our use of that name and would grant Newco a royalty free license for unlimited time to use such word in Newco's Corporate name and related marketing. 2. NATURE OF BUSINESS - The Business of Newco is to create and operate an internet comparison shopping services, internet yellow page services, other related businesses such as banner advertisement and IPG (International Programmers Guild) ("program") 3. DIRECTORS - Newco's sole director and officer would be: Irving Insik Moon - Director and President 4. COMPANY'S CAPITAL -Newco requires US$1,250,000.00 to pursue the aforesaid program. 5. PROPOSED SHARE STRUCTURE - Newco would issue the following common shares and preferred shares. Irving I. Moon - 510,000 Common Shares for a subscription price of US$0.05 per share (or his nominee) Go Call Inc. - 490,000 Preferred Shares for a subscription price of US$2.50 per share which are to be convertib1e into common shares (1 for 1) at Go Call's discretion. No additional shares will be issued by Newco without Go Call's permission, but Go Call shall not withhold its permission unreasonably. 6. PAYMENT OF SUBSCRIPTION PRICE - Go Call's obligation of the 490,000 preferred shares in the amount of US$1,225,000.00 shall be satisfied by: The issuance, allotment and delivery to Newco by Go Call Inc. of US$1,225,000.00 worth of shares in the capital of Go Call Inc., which will be subject to restriction of one (l) year on resale to be valued at the lower of (i) average closing price for its shares during the month preceding the acceptance hereof, or (ii) UD$1.30 per share. The aforesaid shares shall be transferred for the purpose of the aforesaid "Program" through private placement (selling) by living Moon.

7. LENDING OF EQUIPMENT, ETC. - Go Call Inc. agrees to lend to Newco some equipments such as computers, softwares and desks as designated by Go Call Inc. 8. PURCHASE AGREEMENT - In the event Newco completes the creation of the required software for the program to Go Call's Satisfaction and achieve the listing of a minimum of 30,000 items and / or businesses on the program (collectively the "precondition"), then Irving Moon has an option by written notice to Go Call Inc. to

7. LENDING OF EQUIPMENT, ETC. - Go Call Inc. agrees to lend to Newco some equipments such as computers, softwares and desks as designated by Go Call Inc. 8. PURCHASE AGREEMENT - In the event Newco completes the creation of the required software for the program to Go Call's Satisfaction and achieve the listing of a minimum of 30,000 items and / or businesses on the program (collectively the "precondition"), then Irving Moon has an option by written notice to Go Call Inc. to require Go Call Inc. to purchase from Irving Moon his 510,000 shares (for 51% minimum in any case) in the capital of Newco for a purchase price of US$5,000,000.00 to be payable by the issuance by Go Call of its shares, listed on U.S. Stock Exchange (which shares will be subject to no restriction on transfer or sale except those required by security law) which shares will be valued at the average closing price for its shares during the month preceding the exercise by Irving Moon of its option aforesaid. Such option shall be wxercised by Irving Moon by written notice to Go Call to be given within 180 days of Newco Achieving the preconditions and the closing of the transaction shall take place within 60 days of the giving of such notice. If the foregoing accurately reflects the terms and provisions of our mutual agreement, please sign and return the duplicate copy of this letter and retain the original for your files. Yours truly,
/s/ Irving Insik Moon Irving Insik Moon

We confirm our agreement with the foregoing terms and provisions and agree to perform and discharge our obligations contained therein, this 21st day of April, 1999 Go Call Inc.
per /s/ Michael Ruge ----------------------------Michael Ruge - CEO

--------------------------Witness

I have authority to bind the corporation

LOAN AGREEMENT Between: Kevin Gilbert (herein under referred to as "Gilbert") and Go Cash Inc. (herein under referred to as "GO"} Kevin Gilbert hereby agrees to loan Go Cash Inc. a sum of TWO HUNDRED THOUSAND DOLLARS ($200,000) US. Repayment Terms: Go reserves the right to repay the loan in full at any point. The loan will be non-interest bearing for a period of THREE MONTHS from date of signing. If the loan is not repaid within the THREE MONTH period, Go agrees to pay Gilbert FOUR MONTHLY payments of SIXTY THOUSAND DOLLARS ($60,000) US each. These payments consist of FIFTY THOUSAND DOLLARS ($50000) US principal and TEN THOUSAND DOLLARS ($10,000) US interest. These payments will commence no later than JANUARY 1, 2000. Additional Terms: To secure the payment of this note and of each and every other obligation, whether direct or indirect, due or to

LOAN AGREEMENT Between: Kevin Gilbert (herein under referred to as "Gilbert") and Go Cash Inc. (herein under referred to as "GO"} Kevin Gilbert hereby agrees to loan Go Cash Inc. a sum of TWO HUNDRED THOUSAND DOLLARS ($200,000) US. Repayment Terms: Go reserves the right to repay the loan in full at any point. The loan will be non-interest bearing for a period of THREE MONTHS from date of signing. If the loan is not repaid within the THREE MONTH period, Go agrees to pay Gilbert FOUR MONTHLY payments of SIXTY THOUSAND DOLLARS ($60,000) US each. These payments consist of FIFTY THOUSAND DOLLARS ($50000) US principal and TEN THOUSAND DOLLARS ($10,000) US interest. These payments will commence no later than JANUARY 1, 2000. Additional Terms: To secure the payment of this note and of each and every other obligation, whether direct or indirect, due or to become due which Go may now or at any time hereafter owe to Gilbert, Go hereby grants Gilbert a security interest in Go's deposit accounts and other rights Go may have to the payment of money from Gilbert. If Gilbert does not receive any payment required herein on or before the date due, or if Gilbert, at any time and in good faith, has reason to believe that the prospect of receiving any payment required under this agreement is impaired, then he may, at his option, declare all sums then owing herein to be immediately due and payable, without demand or notice, both of which Go hereby waive. Gilbert agrees to give Go notice of such action as soon thereafter as is reasonably practical. Gilbert may, at his option, exercise the remedies available to him under the law.

Go agrees to pay all costs, including reasonable attorney's fees, which Gilbert may incur in enforcing this agreement, and Go waives diligence, demand, protest, presentment, notice of protest, and notice on nonpayment. Both parties may assign any rights herein. Gilbert may change any of the terms and provisions hereof, including the payment schedule, by giving such notice to Go as may be required by Law.
May 15, 1999 -------------------------Date /s/ Kevin Gilbert -------------------------KEVIN GILBERT

May 15, 1999 -------------------------Date

/s/ signature -------------------------GO CASH INC.

CONSULTANT AGREEMENT This Consultant Agreement (herein the "Agreement") is entered into by and Go Call, Inc., a Delaware corporation (herein "CLIENT"); on the one part and Connoisseur Club, Inc., (herein "CONSULTANT"); on the other part.

Go agrees to pay all costs, including reasonable attorney's fees, which Gilbert may incur in enforcing this agreement, and Go waives diligence, demand, protest, presentment, notice of protest, and notice on nonpayment. Both parties may assign any rights herein. Gilbert may change any of the terms and provisions hereof, including the payment schedule, by giving such notice to Go as may be required by Law.
May 15, 1999 -------------------------Date /s/ Kevin Gilbert -------------------------KEVIN GILBERT

May 15, 1999 -------------------------Date

/s/ signature -------------------------GO CASH INC.

CONSULTANT AGREEMENT This Consultant Agreement (herein the "Agreement") is entered into by and Go Call, Inc., a Delaware corporation (herein "CLIENT"); on the one part and Connoisseur Club, Inc., (herein "CONSULTANT"); on the other part. CLIENT is a publicly traded company and is seeking the services of CONSULTANT to obtain new business to generate growth in CLIENT's stock price. The parties hereto, by executing this Agreement, do hereby agree to be bound to the terms and conditions hereunder. TERMS AND CONDITIONS: 1. SERVICE TO BE TENDERED: CLIENT hereby engages CONSULTANT as the CLIENT's consultant for the purposes regarding corporate posturing, current shareholders and debt/equity financing. The consultant's services would include, but not be limited to: (i) a review of the CLIENT's operations and capital structure, valuation of the CLIENT's business units, pending and executory contracts and recommendation of the actions to be taken to maximize shareholder value and earnings, (ii) the rendering of advice and assistance, where possible, for the private placement of additional financing and (iii) assistance (where possible) to the CLIENT in the exercise of any of the CLIENT's warrants to purchase shares of the CLIENT. CONSULTANT'S role as consultant shall continue until the termination of this Agreement pursuant to Paragraph 4 below. 1.1 Further, CONSULTANT agrees to keep and maintain all material non-public information, which CONSULTANT received or developed concerning the CLIENT, confidential, and to disclose that information only as contemplated by this Agreement or as required by law. Notwithstanding the foregoing, CONSULTANT is free to utilize independent agents to provide services contemplated herein provided such agents, employees, CONSULTANT, investors and lenders agree to be bound by the confidentiality provisions of this Agreement. 1.2 Review the CLIENT's operations specifically for cash flow purposes and advise the CLIENT regarding the CLIENT's capital structure and valuation of its business units and contracts. 1.3 Advise the CLIENT in negotiations to obtain price and terms of financing short term or otherwise. 1.4 Advise the CLIENT in negotiations for the purpose of completing mergers or acquisitions and the effect or effects of such on the CLIENT, its cash flow and profitability. 1.5 CONSULTANT shall obtain written approval prior to disclosing any material non-public information and

CONSULTANT AGREEMENT This Consultant Agreement (herein the "Agreement") is entered into by and Go Call, Inc., a Delaware corporation (herein "CLIENT"); on the one part and Connoisseur Club, Inc., (herein "CONSULTANT"); on the other part. CLIENT is a publicly traded company and is seeking the services of CONSULTANT to obtain new business to generate growth in CLIENT's stock price. The parties hereto, by executing this Agreement, do hereby agree to be bound to the terms and conditions hereunder. TERMS AND CONDITIONS: 1. SERVICE TO BE TENDERED: CLIENT hereby engages CONSULTANT as the CLIENT's consultant for the purposes regarding corporate posturing, current shareholders and debt/equity financing. The consultant's services would include, but not be limited to: (i) a review of the CLIENT's operations and capital structure, valuation of the CLIENT's business units, pending and executory contracts and recommendation of the actions to be taken to maximize shareholder value and earnings, (ii) the rendering of advice and assistance, where possible, for the private placement of additional financing and (iii) assistance (where possible) to the CLIENT in the exercise of any of the CLIENT's warrants to purchase shares of the CLIENT. CONSULTANT'S role as consultant shall continue until the termination of this Agreement pursuant to Paragraph 4 below. 1.1 Further, CONSULTANT agrees to keep and maintain all material non-public information, which CONSULTANT received or developed concerning the CLIENT, confidential, and to disclose that information only as contemplated by this Agreement or as required by law. Notwithstanding the foregoing, CONSULTANT is free to utilize independent agents to provide services contemplated herein provided such agents, employees, CONSULTANT, investors and lenders agree to be bound by the confidentiality provisions of this Agreement. 1.2 Review the CLIENT's operations specifically for cash flow purposes and advise the CLIENT regarding the CLIENT's capital structure and valuation of its business units and contracts. 1.3 Advise the CLIENT in negotiations to obtain price and terms of financing short term or otherwise. 1.4 Advise the CLIENT in negotiations for the purpose of completing mergers or acquisitions and the effect or effects of such on the CLIENT, its cash flow and profitability. 1.5 CONSULTANT shall obtain written approval prior to disclosing any material non-public information and utilizing any printed or reprinted material of CLIENT. 2. Except as required by law, any advice rendered by CONSULTANT pursuant to this Agreement shall be treated as confidential by the CLIENT and by any party to whom the CLIENT discloses such advice and shall not be disclosed publicly in any manner without the prior written consent of CONSULTANT. Without prior consultation with CONSULTANT, the CLIENT shall not make any legally required disclosure of such advice nor make any public announcements or filings in which CONSULTANT's name appears. 3. The CLIENT agrees to make available all information concerning the business, assets, operations and financial condition of the CLIENT which CONSULTANT reasonably requests in connection with the performance of its obligations hereunder. CONSULTANT is entitled to rely upon the accuracy and completeness of such information without independent verification. 1

4. This Agreement shall naturally terminate upon the fifth anniversary from the date of execution hereof. a. Either party may terminate this Agreement for any reason prior to its natural termination providing 30 day written notice be given to the non-terminating party.

4. This Agreement shall naturally terminate upon the fifth anniversary from the date of execution hereof. a. Either party may terminate this Agreement for any reason prior to its natural termination providing 30 day written notice be given to the non-terminating party. 5. For the services provided herein, The CLIENT shall tender to CONSULTANT: a. Upon execution hereof, CLIENT shall tender to CONSULTANT 500,000 shares of restricted stock of Go Call, Inc. (the "Shares") and 500,000 options of Go Call, Inc. stock at $0.50 per share. 1. The 500,000 shares of restricted stock shall be free tading within one year of issuance by one of the following manners. a. The restriction shall expire on the year anniversary date of the issuance of the 500,000 shares of stock to CONSULTANT; or b. Should the CLIENT become a fully compliant bulletin board company during the Shares' one year restriction, CLIENT shall register CONSULTANT'S Shares no later than three months after becoming compliant. 2. In addition, CONSULTANT shall also receive an additional 2,000,000 options (the "Options") of Go Call, Inc. at a price of $0.50 per share which shall be deemed vested in CONSULTANT upon execution hereof, however, CONSULTANT will allow CLIENT to make the Options available in 500,000 share blocks on the each anniversary date of the execution hereof for the remainder of the natural life of this Agreement. a. In the event of an early termination pursuant to Section 4 above, the remaining Options under Section 5 (2) shall be made immediately available to CONSULTANT at which time CONSULTANT shall have no less than thirty (30) days and no more than ninety (90) days to tender to CLIENT the Option price due and payable to the CLIENT. 3. CLIENT agrees that CONSULTANT shall be entitled to ten (10%) percent of all monies directly raised by CONSULTANT through private placements, however, CLIENT and CONSULTANT shall be entitled to renegotiate this percentage on a case by case basis without impacting the agreed to percentage enumerated above. 6. Should CLIENT sell, merge or be acquired by any third party which is publicly traded, CLIENT shall have the third party acquirer executed a valid assignment of this Agreement to avoid any ambiguities as it relates to CONSULTANT'S rights hereunder and to ensure remuneration. REPRESENTATIONS AND WARRANTIES OF THE CLIENT 7. The CLIENT represents and warrants to CONSULTANT as follows: 7.1 DUE INCORPORATION AND QUALIFICATION: The CLIENT has been duly incorporated, is validly existing and is in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation (except where the failure to so qualify would not have a material adverse effect on the business of the CLIENT) for the transaction of business and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification. The CLIENT has all requisite corporate power and authority necessary to own or hold its properties and conduct its business as put forth to CONSULTANT by the CLIENT. 2

7.2 AUTHORIZED CAPITAL: The CLIENT will have an authorized and outstanding capitalization, and all of the then issued and outstanding shares of Common Stock will have been duly and validly authorized and issued and will be fully paid and nonassessable. None of the holders of such outstanding shares of Common Stock is subject to personal liability solely by reason of being such a holder.

7.2 AUTHORIZED CAPITAL: The CLIENT will have an authorized and outstanding capitalization, and all of the then issued and outstanding shares of Common Stock will have been duly and validly authorized and issued and will be fully paid and nonassessable. None of the holders of such outstanding shares of Common Stock is subject to personal liability solely by reason of being such a holder. 7.3 FINANCIAL STATEMENTS: The financial statements of the CLIENT fairly present the financial position and results of operations of the CLIENT at the dates thereof and for the periods in conformity with generally accepted principles, consistently applied throughout the periods involved. 7.4 NO MATERIAL ADVERSE CHANGES: (i) There has not been any changes in the condition, financial or otherwise, of the CLIENT, as put forth to CONSULTANT by the CLIENT, which would have materially adversely affected its ability to conduct its operations; and (ii) the CLIENT has not incurred any material liabilities or obligations, direct or contingent, not in the ordinary course of business. 7.5 TAXES: The CLIENT has filed all Federal tax returns and all state and municipal and local tax returns (whether relating to income, sales, franchise, real or personal property or other types of taxes) required to be filed under the laws of the United States and other applicable countries and/or jurisdictions, and has paid in full all taxes which have become due pursuant to such returns or claimed to be due by any taxing authority or otherwise due and owing, provided, the CLIENT has not paid any tax, assessment, charge, levy or license fee that it contests in good faith and by proper proceedings and adequate reserves for the accrual of same are maintained if required by generally accepted accounting principles. Each of the tax returns heretofore filed by the CLIENT correctly and accurately reflects the amount of its tax liability thereunder. The CLIENT has withheld, collected and paid all other levies, assessments, license fees and taxes to the extent required and with respect to payments, to the extent that the same have become due and payable. 7.6 NO PENDING ACTIONS: There are no actions, suits, proceedings, claims or hearings of any kind or nature or, to the best of the knowledge of the CLIENT, any investigations or inquiries, before or by any court, governmental authority, tribunal or instrumentality, pending or threatened against the CLIENT, or involving the properties of the CLIENT which could have resulted in any material adverse change in the business, properties, financial position or results of operations of the CLIENT, or which could have materially adversely affected the transaction or other acts then contemplated by this Agreement or the validity or enforceability of this Agreement. 7.7 DUE AUTHORIZATION: The CLIENT has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder. This Agreement was duly authorized, executed and delivered by the CLIENT. No issuance of shares of the CLIENT's capital stock shall be required as a condition to this execution, validity or enforceability hereof. This Agreement constitutes, upon execution and delivery, a valid and binding obligation of the CLIENT, enforceable in accordance with its respective terms (except (i) as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization. moratorium or other similar laws affecting creditor's rights generally or by general principles of equity; and (ii) that the enforceability of the indemnification and contribution provisions of this Agreement may be limited by the Federal securities laws and public policy), and no consent, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement. 3

7.8 NON-DEFAULT: NONCONTRAVENTION: During the operative period, the CLIENT is not in violation of its articles or certificate of incorporation or by-laws or, in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, lease or other instrument to which it is a party, and the CLIENT's execution and delivery of this Agreement, and the incurrence of the obligations herein and therein set forth, and the consummation of the transactions contemplated do not (i) conflict with, or constitute breach of. or a default under the articles or certification of incorporation or by-laws of the CLIENT, or any material contract, lease or other material agreement or instrument to which the CLIENT is a party or in which the CLIENT has a beneficial interest or by which the CLIENT is bound; (ii) violates any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the CLIENT or any of its properties or business; or (iii) has or has had any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the CLIENT to own or lease and operate any of its properties and to conduct its business or the

7.8 NON-DEFAULT: NONCONTRAVENTION: During the operative period, the CLIENT is not in violation of its articles or certificate of incorporation or by-laws or, in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, lease or other instrument to which it is a party, and the CLIENT's execution and delivery of this Agreement, and the incurrence of the obligations herein and therein set forth, and the consummation of the transactions contemplated do not (i) conflict with, or constitute breach of. or a default under the articles or certification of incorporation or by-laws of the CLIENT, or any material contract, lease or other material agreement or instrument to which the CLIENT is a party or in which the CLIENT has a beneficial interest or by which the CLIENT is bound; (ii) violates any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the CLIENT or any of its properties or business; or (iii) has or has had any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the CLIENT to own or lease and operate any of its properties and to conduct its business or the ability of the CLIENT to make use thereof. 7.9 NO REGULATORY PROBLEMS: The CLIENT warrants that there exists no regulatory problems by any governmental agency, court or jurisdiction, foreign or domestic and that the CLIENT is not now, or threatened to be. under any investigation by any governmental agency, court, or jurisdiction foreign or domestic. 7.10 NO VIOLATIONS: The CLIENT is not in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, foreign or domestic, having jurisdiction over the CLIENT or any of its properties or business other than any violation which individually or in the aggregate would not have a material adverse effect on the CLIENT's business, properties or operations. 7.11 CONDUCT OF BUSINESS: The CLIENT has all necessary authorizations, approvals, orders, licenses, certificates and permits (collectively, the "Approvals") of and from all governmental regulatory officials and bodies, to own or lease its properties and conduct its business and the CLIENT has been doing business in compliance with all such material Approvals, and all Federal, state and local laws rules and regulations, other than any such Approvals, laws, rules and regulations, the failure to comply with which would not have material adverse effect on the CLIENT, its business, properties or operations. All licenses and findings of suitability required to be obtained by any affiliate of the CLIENT have been obtained and are in full force and effect. 7.12 TITLE TO PROPERTY, INSURANCE: The CLIENT has good title to, or valid and enforceable leasehold estates in, all items of real property owned or leased by it, and continues to have good title to, or valid and enforceable leases or subleases with respect to, all items of personal property (tangible and intangible), free and clear of all liens, encumbrances, claims, security interests, defects of title, and restrictions of any material nature whatsoever, and liens for real estate taxes not yet due and payable. No default or notice of default exists or has been declared by the landlord or sublessor under any of such leases or subleases. The CLIENT has adequately insured its tangible and/or real properties against loss or damage by fire or other casualty (other than earthquake and flood) and at all relevant times maintained such insurance in adequate amounts, on terms generally offered by reputable insurance carriers. 7.13 INTANGIBLES: The CLIENT owns or possesses the requisite licenses or rights to use all trademarks, service marks, service names, trade names and other rights (collectively, the "Intangibles") described as owned or used by it. There are no proceeding or action by any 4

person pertaining to, or proceeding or claim pending or, to the best knowledge of the CLIENT, threatened and the CLIENT has not received any notice of conflict with the asserted rights of others which challenge the exclusive right of the CLIENT with respect to any Intangibles used in the conduct of the CLIENT's business. To the best knowledge of the CLIENT, the Intangibles and the CLIENT's operations do not infringe on any Intangibles held by any third party. 7.14 HOLD HARMLESS: The CLIENT agrees to indemnify and otherwise hold CONSULTANT, its directors, employees, agents and controlling persons harmless from and against any and all losses, claims, damages, liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by or resulting out of CONSULTANT acting for the CLIENT pursuant to this Agreement;

person pertaining to, or proceeding or claim pending or, to the best knowledge of the CLIENT, threatened and the CLIENT has not received any notice of conflict with the asserted rights of others which challenge the exclusive right of the CLIENT with respect to any Intangibles used in the conduct of the CLIENT's business. To the best knowledge of the CLIENT, the Intangibles and the CLIENT's operations do not infringe on any Intangibles held by any third party. 7.14 HOLD HARMLESS: The CLIENT agrees to indemnify and otherwise hold CONSULTANT, its directors, employees, agents and controlling persons harmless from and against any and all losses, claims, damages, liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by or resulting out of CONSULTANT acting for the CLIENT pursuant to this Agreement; providing that said loss, claim, damage, liability or expense is found to have not resulted primarily from CONSULTANT's gross negligence or bad faith in performing the services described above. 7.15 HOLD HARMLESS: The CLIENT agrees to indemnify and hold CONSULTANT, its directors, employees, agents and controlling persons harmless from and against any an all losses, claims, damages, liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by any material adverse changes in CLIENT not known to CONSULTANT at the time of the execution of this Agreement. REPRESENTATIONS AND WARRANTIES OF CONSULTANT 8. The CLIENT represents and warrants to CONSULTANT as follows: 8.1 DUE INCORPORATION AND QUALIFICATION: The CONSULTANT, if a corporation, has been duly incorporated, is validly existing and is in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation (except where the failure to so qualify would not have a material adverse effect on the business of the CONSULTANT) for the transaction of business and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification. The CONSULTANT has all requisite corporate power and authority necessary to own or hold its properties and conduct its business as put forth to CLIENT by the CONSULTANT. 8.2 AUTHORIZED CAPITAL: The CONSULTANT, if a corporation, will have an authorized and outstanding capitalization, and all of the then issued and outstanding shares of Common Stock will have been duly and validly authorized and issued and will be fully paid and nonassessable. None of the holders of such outstanding shares of Common Stock is subject to personal liability solely by reason of being such a holder. 8.3 NO MATERIAL ADVERSE CHANGES: (i) There has not been any changes in the condition, financial or otherwise, of the CONSULTANT, as put forth to CLIENT by the CONSULTANT, which would have materially adversely affected its ability to conduct its operations; and (ii) the CONSULTANT has not incurred any material liabilities or obligations, direct or contingent, not in the ordinary course of business. 8.4 NO PENDING ACTIONS: There are no actions, suits, proceedings, claims or hearings of any kind or nature or, to the best of the knowledge of the CONSULTANT, any investigations or inquiries, before or by any court, governmental authority, tribunal or instrumentality, pending or threatened against the CONSULTANT, or involving the properties of the CONSULTANT which could have resulted in any material adverse change in the business, properties, financial position or results of operations of the CONSULTANT, or which could have materially adversely affected the transaction or other acts then contemplated by this Agreement or the validity or enforceability of this Agreement. 5

8.5 DUE AUTHORIZATION: The CLIENT, whether an individual or a corporation, has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder. This Agreement was duly authorized, executed and delivered by the CONSULTANT. No issuance of shares of the CONSULTANT's capital stock shall be required as a condition to this execution, validity or enforceability hereof. This Agreement constitutes, upon execution and delivery, a valid and binding obligation of the CONSULTANT, enforceable in accordance with its respective terms (except (i) as the enforceability thereof may be limited by bankruptcy,

8.5 DUE AUTHORIZATION: The CLIENT, whether an individual or a corporation, has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder. This Agreement was duly authorized, executed and delivered by the CONSULTANT. No issuance of shares of the CONSULTANT's capital stock shall be required as a condition to this execution, validity or enforceability hereof. This Agreement constitutes, upon execution and delivery, a valid and binding obligation of the CONSULTANT, enforceable in accordance with its respective terms (except (i) as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditor's rights generally or by general principles of equity; and (ii) that the enforceability of the indemnification and contribution provisions of this Agreement may be limited by the Federal securities laws and public policy), and no consent, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement. 8.6 NON-DEFAULT: NONCONTRAVENTION: During the operative period, the CONSULTANT is not in violation of its articles or certificate of incorporation or by-laws or, in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, lease or other instrument to which it is a party, and the CONSULTANT's execution and delivery of this Agreement, and the incurrence of the obligations herein and therein set forth, and the consummation of the transactions contemplated do not (i) conflict with, or constitute breach of, or a default under the articles or certification of incorporation or by-laws of the CONSULTANT, or any material contract, lease or other material agreement or instrument to which the CONSULTANT is a party or in which the CONSULTANT has a beneficial interest or by which the CONSULTANT is bound: (ii) violates any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the CONSULTANT or any of its properties or business; or (iii) has or has had any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the CONSULTANT to own or lease and operate any of its properties and to conduct its business or the ability of the CONSULTANT to make use thereof. 8.7 NO REGULATORY PROBLEMS: The CLIENT warrants that there exists no regulatory problems by any governmental agency, court or jurisdiction, foreign or domestic and that the CONSULTANT is not now, or threatened to be, under any investigation by any governmental agency, court, or jurisdiction foreign or domestic. 8.10 NO VIOLATIONS: The CONSULTANT is not in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, foreign or domestic, having jurisdiction over the CONSULTANT or any of its properties or business other than any violation which individually or in the aggregate would not have a material adverse effect on the CONSULTANT's business, properties or operations. 8.11 CONDUCT OF BUSINESS: The CONSULTANT has all necessary authorizations, approvals, orders, licenses, certificates and permits (collectively, the "Approvals") of and from all governmental regulatory officials and bodies, to own or lease its properties and conduct its business and the CONSULTANT has been doing business in compliance with all such material Approvals, and all Federal, state and local laws rules and regulations, other than any such Approvals, laws, rules and regulations, the failure to comply with which would not have material adverse effect on the CONSULTANT, its business, properties or operations. All licenses and findings of suitability required to be obtained by any affiliate of the CONSULTANT have been obtained and are in full force and effect. 8.l2 HOLD HARMLESS: The CONSULTANT agrees to indemnify and otherwise hold CLIENT, its directors, employees, agents and controlling persons harmless from and against any and all 6

losses, claims, damages. liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by or resulting out of CLIENT acting for the CONSULTANT pursuant to this Agreement; providing that said loss, claim, damage, liability or expense is found to have not resulted primarily from CLIENT's gross negligence or bad faith in performing the services described above. 8.l3 HOLD HARMLESS: The CONSULTANT agrees to indemnify and hold CLIENT, its directors, employees, agents and controlling persons harmless from and against any an all losses, claims, damages, liabilities

losses, claims, damages. liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by or resulting out of CLIENT acting for the CONSULTANT pursuant to this Agreement; providing that said loss, claim, damage, liability or expense is found to have not resulted primarily from CLIENT's gross negligence or bad faith in performing the services described above. 8.l3 HOLD HARMLESS: The CONSULTANT agrees to indemnify and hold CLIENT, its directors, employees, agents and controlling persons harmless from and against any an all losses, claims, damages, liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by any material adverse changes in CONSULTANT not known to CLIENT at the time of the execution of this Agreement. 9. If a transaction is completed pursuant to this Agreement, CONSULTANT, at its own expense and with the CLIENT's approval (which approval shall not be unreasonably withheld or delayed) is entitled to place an announcement in such newspapers and periodicals as it may choose stating that CONSULTANT has acted as the consultant / public relations agent for the CLIENT in such transaction. 10. CONSULTANT understands and the CLIENT agrees that no individuals have acted as finders. 11. CLIENT AND CONSULTANT agree that no other privileges or benefits shall inure to the benefit of CONSULTANT other than the remuneration provided for under Section 5 above. 12. In the event a transaction occurs during the pendency of this Agreement and the CLIENT is not the surviving entity in such a transaction as a merger or acquisition or otherwise, or in the event that all or substantially all of the CLIENT's assets has been sold during such period, the CLIENT agrees to cause the acquirer or acquirers to assume and honor the obligations and liabilities of the CLIENT hereunder. 13. This Agreement shall be construed in accordance with the laws of the State of California. 14. This Agreement represents the entire understanding between the parties, and shall supersede all prior discussions. All and negotiations are deemed merged into the Agreement and no parole evidence shall be allowed to contradict it. 15. All Notices to either party shall be in writing and delivered via US Mail to the following persons and addresses:
CLIENT -----GO CALL, INC. MICHAEL RUGE, CEO 15 QUEEN STREET EAST CAMBRIDGE, ONTARIO, CANADA 90068 CONSULTANT ---------CONNOISSEUR CLUB, INC. PMB2 Caribbean Place Providenciales Turks and Caicos Islands

16. This Agreement can be executed in counterparts which separately and/or collectively result in a validly executed agreement. 7

CONSULTANT AGREEMENT SIGNATURE PAGE THIS CONSULTANT SERVICE AGREEMENT HAS BEEN EXECUTED THIS FIRST DAY OF JULY, 1999.
CLIENT: CONSULTANT

CONSULTANT AGREEMENT SIGNATURE PAGE THIS CONSULTANT SERVICE AGREEMENT HAS BEEN EXECUTED THIS FIRST DAY OF JULY, 1999.
CLIENT: CONSULTANT

/s/ Michael Ruge --------------------------GO CALL, INC. BY: Michael Ruge, CEO

/s/ signature --------------------------CONNOISSEUR CLUB, INC. BY: /s/ For and on behalf of Avatar Corporation Limited, Director

8

AGREEMENT dated this 29 day of July, 1998 BY AND BETWEEN: MPACT IMMEDIA TRANSACTION SERVICES LTD., a legal person having a place of business at Clarendon House, Church Street, Hamilton, Bermuda, herein represented by Mr. Joel Leonoff, duly authorised as he so declares, (hereinafter referred to as "MPACT")
AND: Go Call Inc, a legal person having a place of business at 15 Queen St. East, Cambridge, Ontario, herein represented by Michael Ruge, duly authorised as he so declares, (hereinafter referred to as the "Client")

SECTION 1- PREAMBLE 1.1 WHEREAS the Client is desirous of engaging the services of MPACT to process, verify, settle, confirm, report and perform value added services on certain transactions relating to the business operations of Client (the "Processing Services"); 1.2 WHEREAS MPACT is desirous of providing the Processing Services to the Client subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: SECTION II - PROCESSING SERVICES 2.1 Subject to the terms and conditions set forth in this Agreement, MPACT hereby agrees to provide the Processing Services to the Client. Specifically, the Processing Services shall include the following:
2.1.1 real-time online authentication and approval of the credit card information (namely, the card number and expiration date) for each credit card transaction processed by the Processing Services (the "Credit Card Transactions"); real-time online confirmation and approval that the relevant card number accounts have sufficient credit available to cover the amounts of the Credit Card Transactions;

2.1.2

AGREEMENT dated this 29 day of July, 1998 BY AND BETWEEN: MPACT IMMEDIA TRANSACTION SERVICES LTD., a legal person having a place of business at Clarendon House, Church Street, Hamilton, Bermuda, herein represented by Mr. Joel Leonoff, duly authorised as he so declares, (hereinafter referred to as "MPACT")
AND: Go Call Inc, a legal person having a place of business at 15 Queen St. East, Cambridge, Ontario, herein represented by Michael Ruge, duly authorised as he so declares, (hereinafter referred to as the "Client")

SECTION 1- PREAMBLE 1.1 WHEREAS the Client is desirous of engaging the services of MPACT to process, verify, settle, confirm, report and perform value added services on certain transactions relating to the business operations of Client (the "Processing Services"); 1.2 WHEREAS MPACT is desirous of providing the Processing Services to the Client subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: SECTION II - PROCESSING SERVICES 2.1 Subject to the terms and conditions set forth in this Agreement, MPACT hereby agrees to provide the Processing Services to the Client. Specifically, the Processing Services shall include the following:
2.1.1 real-time online authentication and approval of the credit card information (namely, the card number and expiration date) for each credit card transaction processed by the Processing Services (the "Credit Card Transactions"); real-time online confirmation and approval that the relevant card number accounts have sufficient credit available to cover the amounts of the Credit Card Transactions; settlements of the Credit Card Transactions that have been approved based on positive credit card information, positive credit availability and positive electronic mail verification to the extent that same are used;

2.1.2

2.1.3

2

2.1.4

the use of MPACT's electronic mail verification system and of an address verification system for the purposes hereof and the issuance of approvals based upon the electronic mail response; crediting back customers' cards upon electronic instructions from the Client; monthly written confirmations (on a calendar basis) to the Client regarding the status of the Credit Card Transactions including the total credit card deposits, returns, Charge-Backs pending and Charge-Backs processed; and daily reporting with respect to deposits and returns for the preceding twenty-four (24) hours.

2.1.5

2.1.6

2.1.7

2

2.1.4

the use of MPACT's electronic mail verification system and of an address verification system for the purposes hereof and the issuance of approvals based upon the electronic mail response; crediting back customers' cards upon electronic instructions from the Client; monthly written confirmations (on a calendar basis) to the Client regarding the status of the Credit Card Transactions including the total credit card deposits, returns, Charge-Backs pending and Charge-Backs processed; and daily reporting with respect to deposits and returns for the preceding twenty-four (24) hours.

2.1.5

2.1.6

2.1.7

2.2 Nothing herein grants the Client any rights whatsoever in any of MPACTs transaction or other software, and any use thereof by the Client beyond the requirements of the Processing Services shall be subject to separate agreement. 2.3 Each Friday of each calendar week, MPACT shall remit to the Client the amount collected by MPACT in respect of Credit Card Transactions processed, net of the credits identified in subsection 2.1.5 above (the "Remittances"), subject to the deductions, and reserves set forth in section III below. SECTION III - FEES AND RESERVES 3.1 In consideration for Processing Services, the Client agrees to pay to MPACT the following non-refundable fees:
3.1.1 six and three quarter percent (6.75%) of all approved and settled Credit Card Transactions, subject to a minimum monthly fee of four thousand dollars ($4,000); Client shall pay an initial setup fee in the amount of two thousand five hundred dollars ($2,500.00) upon execution of this Agreement; Client shall reimburse MPACT for all approved and settled Credit Card Transactions which are at any time refused, debited or charged back by the relevant bank or credit card company for any reason whatsoever ("Charge-Backs"); Client shall pay a fee in the amount of ten dollars ($10.00) plus any incremental fees and expenses charged or debited by the banks or credit card companies for each Charge-Back; and

3.1.2

3.1.3

3.1.4

3 3.2 Client hereby authorizes MPACT to deduct from the Remittances the amounts owing under subsection 3.1 above. In the event that the Remittances are insufficient to pay the amounts owing by the Client to MPACT, the Client shall pay the balance thereof within seven (7) business days following receipt of MPACTs written invoice for such amount. 3.3 Client hereby further authorizes MPACT to deduct from the Remittances and establish a reserve account (the "Reserve Account") to ensure MPACTs recovery of any liabilities owed it or reasonably anticipated to be owed to it by the Client pursuant to this Agreement including, without limitation, all liabilities in respect of actual and/or potential post-termination Charge-Backs, post-termination fees, and charges, indemnifications and expenses due or anticipated to be due to MPACT from Client. The Reserve Account shall be funded and/or replenished by MPACTs withholding from the Remittances. The amount of the Reserve Account shall be maintained in amounts

3 3.2 Client hereby authorizes MPACT to deduct from the Remittances the amounts owing under subsection 3.1 above. In the event that the Remittances are insufficient to pay the amounts owing by the Client to MPACT, the Client shall pay the balance thereof within seven (7) business days following receipt of MPACTs written invoice for such amount. 3.3 Client hereby further authorizes MPACT to deduct from the Remittances and establish a reserve account (the "Reserve Account") to ensure MPACTs recovery of any liabilities owed it or reasonably anticipated to be owed to it by the Client pursuant to this Agreement including, without limitation, all liabilities in respect of actual and/or potential post-termination Charge-Backs, post-termination fees, and charges, indemnifications and expenses due or anticipated to be due to MPACT from Client. The Reserve Account shall be funded and/or replenished by MPACTs withholding from the Remittances. The amount of the Reserve Account shall be maintained in amounts consistent with the provisions set forth in subsection 3.6 below. 3.4 As additional security for the payment of the obligations by the Client, the Client agrees to provide MPACT with a security deposit (the "Security Deposit") in the amount of fifty thousand dollars ($50,000.00). The Security Deposit shall be maintained at this amount throughout the term of this Agreement and for a period of seven (7) months thereafter, and the Client agrees to pay any deficiency into the Security Deposit upon notice of such deficiency from MPACT. The Security Deposit shall be made by the Client to MPACT upon the execution of this Agreement. 3.5 As continuing and collateral security for the due and punctual payment of any and all amounts now owing or which may hereafter become owing to MPACT by the Client under this Agreement (the "Obligations"), as same may be amended, renewed, extended or supplemented, the Client hereby charges and hypothecates in favour of MPACT, with effect as of and from this date, all right, title and interest of the Client in and to the Remittances, Security Deposit and Reserve Account and all funds therein comprised. The Client undertakes not to grant to any other person any hypothecary or other security interest of equal or superior rank to MPACT's in the Remittances, Security Deposit or Reserve Account. The Client further undertakes, upon notice by MPACT and at its expense, to execute and register such documents as may be necessary or desirable to perfect MPACT's first-ranking security interest therein. 3.6 During the initial six (6) month period of the term of this Agreement, MPACT shall deduct fifteen percent (15%) from the Remittances to fund the Reserve Account. Thereafter, MPACT shall continue to retain within the Reserve Account the aggregate amount of fifteen percent (15%) of the Remittances for the six (6) most recent months of the term of this Agreement. 3.7 MPACT shall have the right to withdraw from the Reserve Account any and all amounts owed to it hereunder upon one day's notice. MPACT shall have the

4
additional right to withdraw from the Security Deposit any and all amounts owed to it hereunder should the Client fail to pay such amounts within five business days of written default of payment notice to the Client MPACT's rights to sums owed to it by Client pursuant to this Agreement shall in no way be limited by the balance or existence of the Reserve Account or the Security Deposit. MPACTs rights with respect to the Reserve Account and the Security Deposit shall survive the termination of this Agreement. It is understood that all interest which may accrue with regards to the Reserve Account shall be for the sole account of MPACT 3.8 All interest which may accrue in respect of the Security Deposit shall be for the sole account of MPACT. Notwithstanding the forgoing, in the event that MPACT terminates this Agreement without cause pursuant to subsection 5.2 below, MPACT agrees that, as and from the date of such termination, all interest which may accrue in respect of Security Deposit shall be for the sole account of MPACT. As amounts become payable to either party under this Agreement, and unless otherwise agreed in writing, the party making the payment shall

3.9

4
additional right to withdraw from the Security Deposit any and all amounts owed to it hereunder should the Client fail to pay such amounts within five business days of written default of payment notice to the Client MPACT's rights to sums owed to it by Client pursuant to this Agreement shall in no way be limited by the balance or existence of the Reserve Account or the Security Deposit. MPACTs rights with respect to the Reserve Account and the Security Deposit shall survive the termination of this Agreement. It is understood that all interest which may accrue with regards to the Reserve Account shall be for the sole account of MPACT 3.8 All interest which may accrue in respect of the Security Deposit shall be for the sole account of MPACT. Notwithstanding the forgoing, in the event that MPACT terminates this Agreement without cause pursuant to subsection 5.2 below, MPACT agrees that, as and from the date of such termination, all interest which may accrue in respect of Security Deposit shall be for the sole account of MPACT. As amounts become payable to either party under this Agreement, and unless otherwise agreed in writing, the party making the payment shall do so by facilitating a wire transfer to a pre-designated account stipulated by the other party. Payments shall be deemed to be made upon the date of transfer from the transferor's bank. The Client shall be responsible for the payment of any and all applicable sales or other taxes due upon the Credit Card Transactions.

3.9

3.10

SECFION IV - INDEMNIFICATION AND LIMITATION OF LIABILITY 4.1 The Client shall jointly and severally defend and hold harmless MPACT against and in respect to any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties and reasonable attorney fees that MPACT shall incur or suffer, that arise, result from, or relate to any breach of or failure by the Client to perform any of its representations, warranties, covenants or agreements in this Agreement or in any schedule, supplemental agreement, appendix or other instrument furnished or to be furnished to Client under this Agreement. 4.2 MPACTs liability to Client with respect to any Credit Card Transaction shall not exceed the amount represented by the transaction record in connection with such Credit Card Transaction, less the applicable fees payable to MPACT hereunder. 4.3 ALL WARRANTIES EXPRESSED OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE OF THE PROCESSING SERVICES OR OF ANY OTHER SERVICES PROVIDED BY MPACT HEREUNDER ARE HEREBY DISCLAIMED BY MPACT, ITS AFFILIATES, AGENTS AND LICENSORS. IN ADDITION, MPACT, ITS AFFILIATES, AGENTS AND LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES, LOSSES OR CLAIMS IN ANY WAY CONNECTED WITH OR ARISING OUT OF THE USE OF THE PROCESSING SERVICES OR ANY OTHER SERVICES PROVIDED BY MPACT HEREUNDER.

5 4.4 MPACT, its affiliates, agents or licensors shall not be liable for any loss resulting from erroneous statements or errors in transmission, nor for any loss resulting from any delay, interruption or failure to perform hereunder due to any circumstances beyond MPACTs reasonable control including without limitation, acts of god, fire, explosion, earthquake, riot, war, sabotage, accident, embargo, storms, strikes, lockouts, any interruption, failure or defects in Internet, telephone, or other interconnect services or in electronic or mechanical equipment. MPACT's obligations hereunder shall be suspended during any of the foregoing circumstances, which suspension shall not be a cause for termination of this agreement by the Client. SECTION V - TERM AND TERMINATION

5 4.4 MPACT, its affiliates, agents or licensors shall not be liable for any loss resulting from erroneous statements or errors in transmission, nor for any loss resulting from any delay, interruption or failure to perform hereunder due to any circumstances beyond MPACTs reasonable control including without limitation, acts of god, fire, explosion, earthquake, riot, war, sabotage, accident, embargo, storms, strikes, lockouts, any interruption, failure or defects in Internet, telephone, or other interconnect services or in electronic or mechanical equipment. MPACT's obligations hereunder shall be suspended during any of the foregoing circumstances, which suspension shall not be a cause for termination of this agreement by the Client. SECTION V - TERM AND TERMINATION 5.1 This Agreement shall be effective commencing on the date first mentioned above (the "Effective Date") until the first anniversary of the Effective Date, and thereafter shall be renewed automatically for additional consecutive three (3) month periods, unless earlier terminated in accordance with the terms of subsections 5.2, 5.3 or 5.4 hereof. 5.2 Notwithstanding subsection 5.1, MPACT shall have the right to terminate this Agreement immediately: (i) in the event of breach by the Client of its representation, warranties or obligations under this Agreement, or (ii) in the event that the Client is delinquent in any payment hereunder ten (10) days after the same has become due. MPACT may also terminate this Agreement with or without cause upon twenty (20) business days' written notice to Client. 5.3 Notwithstanding subsection 5.1, Client may terminate this Agreement, with or without cause, upon fifteen (15) business days written notice to MPACT. Client's use of MPACT's services hereunder are completely at will and non-exclusive. 5.4 Notwithstanding subsection 5.1, the parties agree that either of them may, by notice to the other party, initiate negotiations on amendments to this Agreement where such amendments would take effect on as of the six (6) month anniversary of the Effective Date. In the event that notice to negotiate has been given by a party hereunder, but the parties have failed to reach agreement on amendments by such six (6) month anniversary, this Agreement shall terminate on such six (6) month anniversary. 5.5 Upon any termination of this Agreement, the Client shall immediately discontinue the use of all of the Processing Services. All provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and/or protection of proprietary rights and trade secrets shall survive indefinitely or until the expiration of any time period specified elsewhere in this Agreement with respect to the provision in question, and termination of this Agreement shall not relieve the Client of its obligations to pay accrued fees.

6 5.6 Upon any termination of this Agreement, MPACT shall be entitled to retain as security for the payment of the Obligations each of the Security Deposit and the Reserve Account for a period of seven (7) months thereafter, save that the Reserve Account shall be reduced by fifteen percent (15%) at the end of each month following termination, and such amount shall be remitted to the Client net of any deductions properly made hereunder during such month, until the whole of the Reserve Account is Exhausted. SECTION VI - REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CLIENT 6.1 The Client hereby agrees to abide by the following good business practices:
6.1.1 to offer for sale through its Web Site only products and services that are available for delivery in the normal course of the Client's business, based upon the type of product or service being offered; and to offer products or services for sale only if the Client has legitimate rights to market and sell such products or services.

6.1.2

6 5.6 Upon any termination of this Agreement, MPACT shall be entitled to retain as security for the payment of the Obligations each of the Security Deposit and the Reserve Account for a period of seven (7) months thereafter, save that the Reserve Account shall be reduced by fifteen percent (15%) at the end of each month following termination, and such amount shall be remitted to the Client net of any deductions properly made hereunder during such month, until the whole of the Reserve Account is Exhausted. SECTION VI - REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CLIENT 6.1 The Client hereby agrees to abide by the following good business practices:
6.1.1 to offer for sale through its Web Site only products and services that are available for delivery in the normal course of the Client's business, based upon the type of product or service being offered; and to offer products or services for sale only if the Client has legitimate rights to market and sell such products or services.

6.1.2

6.2 The Client hereby represents and warrants to MPACT that throughout the term of this Agreement:
6.2.1 it will maintain the value and reputation of MPACT to the best of its reasonable ability; it will conduct its business affairs in an ethical manner and in accordance with the terms and intent of this Agreement, and in compliance with all applicable government regulations; it shall not use the Processing Services in connection with any illegal or fraudulent business activities; and it shall not permit or authorize any other person to use the Processing Services.

6.2.2

6.2.3

6.2.4

6.3 The Client acknowledges to MPACT that they are independent contractors and that nothing herein shall be construed as creating a joint venture or partnership between them. For greater certainty, the Client acknowledges that MPACT is not involved in the Client's business. 6.4 The Client agrees that at any time and from time to time during the term of this Agreement, MPACT shall have the right to post a banner of its design on the application/deposit page of website(s) incorporating Processing Services, without any charge whatsoever to MPACT and in addition to any other rights it may have hereunder.

7 SECTION VII - GUARANTORS 7.1 As a primary inducement to MPACT to enter into this Agreement, (the "Guarantors"), unconditionally and irrevocably, guarantee the continuing full and faithful performance and payment by Client of each of its duties and obligations to MPACT pursuant to this Agreement, whether before or after termination or expiration and whether or not any of the Guarantors has received notice of any amendment. If Client breaches this Agreement, MPACT may proceed directly against any or all of the Guarantors or any other persons or entity responsible for the performance of this Agreement, without first exhausting its remedies against any other person or entity responsible therefor to it or any security held by MPACT. SECTION VIII - AMENDMENTS 8.1 MPACT may amend this Agreement at any time by mailing written notice to Client of any amendment at least

7 SECTION VII - GUARANTORS 7.1 As a primary inducement to MPACT to enter into this Agreement, (the "Guarantors"), unconditionally and irrevocably, guarantee the continuing full and faithful performance and payment by Client of each of its duties and obligations to MPACT pursuant to this Agreement, whether before or after termination or expiration and whether or not any of the Guarantors has received notice of any amendment. If Client breaches this Agreement, MPACT may proceed directly against any or all of the Guarantors or any other persons or entity responsible for the performance of this Agreement, without first exhausting its remedies against any other person or entity responsible therefor to it or any security held by MPACT. SECTION VIII - AMENDMENTS 8.1 MPACT may amend this Agreement at any time by mailing written notice to Client of any amendment at least thirty (30) days prior to the effective date of the amendment, which amendment shall not (without Client's written consent) modify or retroactively affect or apply to fees, reserves or transactions occurring prior to the effective date of the amendment. The amendment shall become effective on the date specified by MPACT unless MPACT receives Client's notice of termination of this Agreement before such effective date. SECTION IX - NOTICES 9.1 Any notice, demand, request or other communication required or permitted to be given under this Agreement shall be faxed (to MPACT at____________ and to Client at ________________) delivered personally, or sent to the other party by prepaid registered mail, return receipt requested, at the addresses first hereinabove set out or to such other address as either party may have previously indicated to the other in writing in accordance with the foregoing. Any such notice, request, demand or communication shall be deemed to have been received on the day it was delivered personally, on the fifth (5th) day following mailing, unless there is a disruption of any kind of postal service in Canada, in which event all deliveries shall be made personally or by fax, or on the business day after the date of a faxed notice. SECTION X - MISCELLANEOUS
10.1 This Agreement together with supplemental agreements, appendixes and schedules constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No waiver of any of the provisions in this Agreement shall be deemed or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

8

10.2

The Client may not assign this Agreement or any rights hereunder, directly or by operation of law, without the prior written consent of MPACT which consent may be withheld for any reason in MPACT's sole discretion. For purposes of this Agreement assignment shall include, but not be limited to, transfer of control of the Client and any ownership change which results in a new majority owner. The Client shall be liable for and shall indemnify and reimburse MPACT for any and all attorneys' fees and other costs and expenses paid or incurred by MPACT in the enforcement of this Agreement, or in collecting any amounts due from the Client hereunder, or resulting from any breach of any of the terms or conditions of this Agreement. All remedies of either party hereunder are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy and shall not preclude the exercise of any other remedy. No failure on the part of either party to exercise and no delay in exercising any right or

10.3

10.4

8

10.2

The Client may not assign this Agreement or any rights hereunder, directly or by operation of law, without the prior written consent of MPACT which consent may be withheld for any reason in MPACT's sole discretion. For purposes of this Agreement assignment shall include, but not be limited to, transfer of control of the Client and any ownership change which results in a new majority owner. The Client shall be liable for and shall indemnify and reimburse MPACT for any and all attorneys' fees and other costs and expenses paid or incurred by MPACT in the enforcement of this Agreement, or in collecting any amounts due from the Client hereunder, or resulting from any breach of any of the terms or conditions of this Agreement. All remedies of either party hereunder are cumulative and may be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy and shall not preclude the exercise of any other remedy. No failure on the part of either party to exercise and no delay in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy. If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable and binding on the parties. The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions. References to "this Agreement" include any supplementary agreements, addendum, appendixes and amendments and any other agreements, schedules appendixes and amendments promulgated by MPACT and furnished to the Client from time to time. All dollar amounts referred to in this Agreement are in United States funds.

10.3

10.4

10.5

10.6

10.7

10.8

9 IN WITNESS WHEREOF, the parties have signed as of the date first hereinabove mentioned.
MPACT IMMEDIA TRANSACTION SERVICES LTD. Go Call Inc.

per: /s/ Joel Leonoff ------------------------Mr. Joel Leonoff

per: /s/ -------------------------

per: /s/ -------------------------

Guarantors:
per: /s/ ------------------------Go Call Inc. per: /s/ ------------------------Go Call Inc.

CONTRACT

9 IN WITNESS WHEREOF, the parties have signed as of the date first hereinabove mentioned.
MPACT IMMEDIA TRANSACTION SERVICES LTD. Go Call Inc.

per: /s/ Joel Leonoff ------------------------Mr. Joel Leonoff

per: /s/ -------------------------

per: /s/ -------------------------

Guarantors:
per: /s/ ------------------------Go Call Inc. per: /s/ ------------------------Go Call Inc.

CONTRACT BETWEEN WEB WONDERS AND GO CASH INC./GO CALL INC. Web Wonders and Go Cash Inc/Go Call Inc. hereby agree to form a service contract for a TWO (2) year period with the following terms and conditions: 1. Web Wonders agrees to perform the following services for Go Cash Inc./Go Call Inc. - Assume all leases including those for office equipment and office space at 15 Queen St., Cambridge Ontario Canada - Handle day to day administrative duties including, but not limited to, the following: - answer phones - respond to customer and investor relations inquiries - Web design - Web marketing 2. Web Wonders also agrees to: - Assume responsibility for existing technical and administrative consultants to Go Cash Inc/Go Call Inc such as project management and compensation. All existing Go Cash lnc./Go Ccli Inc. will become Web Wonders' consultants. - Assume responsibility for contracting further consultants to perform the services listed in this contract if necessary 3. Go Cash Inc./Go Call Inc. agrees to pay Web Wonders a. monthly fee of $30,000 US for performing the aforementioned services. Web Wonders will invoice Go Cash Inc./Go Call Inc. for an additional amount if the cost of carrying out this contract exceeds $30,000 for any given month. Dated at (unreadable) this 29 day of August 1999 .
/s/ signature ------------------------Web Wonders

CONTRACT BETWEEN WEB WONDERS AND GO CASH INC./GO CALL INC. Web Wonders and Go Cash Inc/Go Call Inc. hereby agree to form a service contract for a TWO (2) year period with the following terms and conditions: 1. Web Wonders agrees to perform the following services for Go Cash Inc./Go Call Inc. - Assume all leases including those for office equipment and office space at 15 Queen St., Cambridge Ontario Canada - Handle day to day administrative duties including, but not limited to, the following: - answer phones - respond to customer and investor relations inquiries - Web design - Web marketing 2. Web Wonders also agrees to: - Assume responsibility for existing technical and administrative consultants to Go Cash Inc/Go Call Inc such as project management and compensation. All existing Go Cash lnc./Go Ccli Inc. will become Web Wonders' consultants. - Assume responsibility for contracting further consultants to perform the services listed in this contract if necessary 3. Go Cash Inc./Go Call Inc. agrees to pay Web Wonders a. monthly fee of $30,000 US for performing the aforementioned services. Web Wonders will invoice Go Cash Inc./Go Call Inc. for an additional amount if the cost of carrying out this contract exceeds $30,000 for any given month. Dated at (unreadable) this 29 day of August 1999 .
/s/ signature ------------------------Web Wonders

/s/ signature ------------------------Go Call Inc.

/s/ signature ------------------------Go Cash Inc.

CONSULTANT AGREEMENT This Consultant Agreement (herein the "Agreement") is entered into by and Go Call, Inc., a Delaware corporation (herein "CLIENT"); on the one part and Jake Canceli and/or his nominee (herein "CONSULTANT"); on the other part. CLIENT is a publicly traded company and is seeking the services of CONSULTANT to obtain new business to generate growth in CLIENT's stock price. The parties hereto, by executing this Agreement, do hereby agree to be bound to the terms and conditions hereunder.

CONSULTANT AGREEMENT This Consultant Agreement (herein the "Agreement") is entered into by and Go Call, Inc., a Delaware corporation (herein "CLIENT"); on the one part and Jake Canceli and/or his nominee (herein "CONSULTANT"); on the other part. CLIENT is a publicly traded company and is seeking the services of CONSULTANT to obtain new business to generate growth in CLIENT's stock price. The parties hereto, by executing this Agreement, do hereby agree to be bound to the terms and conditions hereunder. TERMS AND CONDITIONS: 1. SERVICE TO BE TENDERED: CLIENT hereby engages CONSULTANT as the CLIENT's consultant for the purposes regarding corporate posturing, current shareholders and debt/equity financing. The consultant's services would include, but not be limited to: (i) a review of the CLIENT's operations and capital structure, valuation of the CLIENT's business units, pending and executory contracts and recommendation of the actions to be taken to maximize shareholder value and earnings, (ii) the rendering of advice and assistance, where possible, for the private placement of additional financing and (iii) assistance (where possible) to the CLIENT in the exercise of any of the CLIENT's warrants to purchase shares of the CLIENT. CONSULTANT'S role as consultant shall continue until the termination of this Agreement pursuant to Paragraph 4 below. 1.1 Further, CONSULTANT agrees to keep and maintain all material non-public information, which CONSULTANT received or developed concerning the CLIENT, confidential, and to disclose that information only as contemplated by this Agreement or as required by law. Notwithstanding the foregoing, CONSULTANT is free to utilize independent agents to provide services contemplated herein provided such agents, employees, CONSULTANT, investors and lenders agree to be bound by the confidentiality provisions of this Agreement. 1.2 Review the CLIENT's operations specifically for cash flow purposes and advise the CLIENT regarding the CLIENT's capital structure and valuation of its business units and contracts. 1.3 Advise the CLIENT in negotiations to obtain price and terms of financing short term or otherwise. 1.4 Advise the CLIENT in negotiations for the purpose of completing mergers or acquisitions and the effect or effects of such on the CLIENT, its cash flow and profitability. 1.5 CONSULTANT shall obtain written approval prior to disclosing any material non-public information and utilizing any printed or reprinted material of CLIENT. 2. Except as required by law, any advice rendered by CONSULTANT pursuant to this Agreement shall be treated as confidential by the CLIENT and by any party to whom the CLIENT discloses such advice and shall not be disclosed publicly in any manner without the prior written consent of CONSULTANT. Without prior consultation with CONSULTANT, the CLIENT shall not make any legally required disclosure of such advice nor make any public announcements or filings in which CONSULTANT's name appears. 3. The CLIENT agrees to make available all information concerning the business, assets, operations and financial condition of the CLIENT which CONSULTANT reasonably requests in connection with the performance of its obligations hereunder. CONSULTANT is entitled to rely upon the accuracy and completeness of such information without independent verification. 1

4. This Agreement shall naturally terminate upon the fifth anniversary from the date of execution hereof. a. Either party may terminate this Agreement for any reason prior to its natural termination providing 30 day written notice be given to the non-terminating party.

4. This Agreement shall naturally terminate upon the fifth anniversary from the date of execution hereof. a. Either party may terminate this Agreement for any reason prior to its natural termination providing 30 day written notice be given to the non-terminating party. 5. For the services provided herein, The CLIENT shall tender to CONSULTANT: a. Upon execution hereof, CLIENT shall tender to CONSULTANT 500,000 shares of restricted stock of Go Call, Inc. (the "Shares") and 500,000 options of Go Call, Inc. stock at $0.50 per share. 1. The 500,000 shares of restricted stock shall be free tading within one year of issuance by one of the following manners. a. The restriction shall expire on the year anniversary date of the issuance of the 500,000 shares of stock to CONSULTANT; or b. Should the CLIENT become a fully compliant bulletin board company during the Shares' one year restriction, CLIENT shall register CONSULTANT'S Shares no later than three months after becoming compliant. 2. In addition, CONSULTANT shall also receive an additional 2,000,000 options (the "Options") of Go Call, Inc. at a price of $0.50 per share which shall be deemed vested in CONSULTANT upon execution hereof, however, CONSULTANT will allow CLIENT to make the Options available in 500,000 share blocks on the each anniversary date of the execution hereof for the remainder of the natural life of this Agreement. a. In the event of an early termination pursuant to Section 4 above, the remaining Options under Section 5 (2) shall be made immediately available to CONSULTANT at which time CONSULTANT shall have no less than thirty (30) days and no more than ninety (90) days to tender to CLIENT the Option price due and payable to the CLIENT. 3. CLIENT agrees that CONSULTANT shall be entitled to ten (10%) percent of all monies directly raised by CONSULTANT through private placements, however, CLIENT and CONSULTANT shall be entitled to renegotiate this percentage on a case by case basis without impacting the agreed to percentage enumerated above. 6. Should CLIENT sell, merge or be acquired by any third party which is publicly traded, CLIENT shall have the third party acquirer executed a valid assignment of this Agreement to avoid any ambiguities as it relates to CONSULTANT'S rights hereunder and to ensure remuneration. REPRESENTATIONS AND WARRANTIES OF THE CLIENT 7. The CLIENT represents and warrants to CONSULTANT as follows: 7.1 DUE INCORPORATION AND QUALIFICATION: The CLIENT has been duly incorporated, is validly existing and is in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation (except where the failure to so qualify would not have a material adverse effect on the business of the CLIENT) for the transaction of business and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification. The CLIENT has all requisite corporate power and authority necessary to own or hold its properties and conduct its business as put forth to CONSULTANT by the CLIENT. 2

7.2 AUTHORIZED CAPITAL: The CLIENT will have an authorized and outstanding capitalization, and all of the then issued and outstanding shares of Common Stock will have been duly and validly authorized and issued and will be fully paid and nonassessable. None of the holders of such outstanding shares of Common Stock is subject to personal liability solely by reason of being such a holder.

7.2 AUTHORIZED CAPITAL: The CLIENT will have an authorized and outstanding capitalization, and all of the then issued and outstanding shares of Common Stock will have been duly and validly authorized and issued and will be fully paid and nonassessable. None of the holders of such outstanding shares of Common Stock is subject to personal liability solely by reason of being such a holder. 7.3 FINANCIAL STATEMENTS: The financial statements of the CLIENT fairly present the financial position and results of operations of the CLIENT at the dates thereof and for the periods in conformity with generally accepted principles, consistently applied throughout the periods involved. 7.4 NO MATERIAL ADVERSE CHANGES: (i) There has not been any changes in the condition, financial or otherwise, of the CLIENT, as put forth to CONSULTANT by the CLIENT, which would have materially adversely affected its ability to conduct its operations; and (ii) the CLIENT has not incurred any material liabilities or obligations, direct or contingent, not in the ordinary course of business. 7.5 TAXES: The CLIENT has filed all Federal tax returns and all state and municipal and local tax returns (whether relating to income, sales, franchise, real or personal property or other types of taxes) required to be filed under the laws of the United States and other applicable countries and/or jurisdictions, and has paid in full all taxes which have become due pursuant to such returns or claimed to be due by any taxing authority or otherwise due and owing, provided, the CLIENT has not paid any tax, assessment, charge, levy or license fee that it contests in good faith and by proper proceedings and adequate reserves for the accrual of same are maintained if required by generally accepted accounting principles. Each of the tax returns heretofore filed by the CLIENT correctly and accurately reflects the amount of its tax liability thereunder. The CLIENT has withheld, collected and paid all other levies, assessments, license fees and taxes to the extent required and with respect to payments, to the extent that the same have become due and payable. 7.6 NO PENDING ACTIONS: There are no actions, suits, proceedings, claims or hearings of any kind or nature or, to the best of the knowledge of the CLIENT, any investigations or inquiries, before or by any court, governmental authority, tribunal or instrumentality, pending or threatened against the CLIENT, or involving the properties of the CLIENT which could have resulted in any material adverse change in the business, properties, financial position or results of operations of the CLIENT, or which could have materially adversely affected the transaction or other acts then contemplated by this Agreement or the validity or enforceability of this Agreement. 7.7 DUE AUTHORIZATION: The CLIENT has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder. This Agreement was duly authorized, executed and delivered by the CLIENT. No issuance of shares of the CLIENT's capital stock shall be required as a condition to this execution, validity or enforceability hereof. This Agreement constitutes, upon execution and delivery, a valid and binding obligation of the CLIENT, enforceable in accordance with its respective terms (except (i) as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization. moratorium or other similar laws affecting creditor's rights generally or by general principles of equity; and (ii) that the enforceability of the indemnification and contribution provisions of this Agreement may be limited by the Federal securities laws and public policy), and no consent, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement. 3

7.8 NON-DEFAULT: NONCONTRAVENTION: During the operative period, the CLIENT is not in violation of its articles or certificate of incorporation or by-laws or, in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, lease or other instrument to which it is a party, and the CLIENT's execution and delivery of this Agreement, and the incurrence of the obligations herein and therein set forth, and the consummation of the transactions contemplated do not (i) conflict with, or constitute breach of. or a default under the articles or certification of incorporation or by-laws of the CLIENT, or any material contract, lease or other material agreement or instrument to which the CLIENT is a party or in which the CLIENT has a beneficial interest or by which the CLIENT is bound; (ii) violates any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the CLIENT or any of its properties or business; or (iii) has or has had any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the CLIENT to own or lease and operate any of its properties and to conduct its business or the

7.8 NON-DEFAULT: NONCONTRAVENTION: During the operative period, the CLIENT is not in violation of its articles or certificate of incorporation or by-laws or, in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, lease or other instrument to which it is a party, and the CLIENT's execution and delivery of this Agreement, and the incurrence of the obligations herein and therein set forth, and the consummation of the transactions contemplated do not (i) conflict with, or constitute breach of. or a default under the articles or certification of incorporation or by-laws of the CLIENT, or any material contract, lease or other material agreement or instrument to which the CLIENT is a party or in which the CLIENT has a beneficial interest or by which the CLIENT is bound; (ii) violates any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the CLIENT or any of its properties or business; or (iii) has or has had any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the CLIENT to own or lease and operate any of its properties and to conduct its business or the ability of the CLIENT to make use thereof. 7.9 NO REGULATORY PROBLEMS: The CLIENT warrants that there exists no regulatory problems by any governmental agency, court or jurisdiction, foreign or domestic and that the CLIENT is not now, or threatened to be. under any investigation by any governmental agency, court, or jurisdiction foreign or domestic. 7.10 NO VIOLATIONS: The CLIENT is not in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, foreign or domestic, having jurisdiction over the CLIENT or any of its properties or business other than any violation which individually or in the aggregate would not have a material adverse effect on the CLIENT's business, properties or operations. 7.11 CONDUCT OF BUSINESS: The CLIENT has all necessary authorizations, approvals, orders, licenses, certificates and permits (collectively, the "Approvals") of and from all governmental regulatory officials and bodies, to own or lease its properties and conduct its business and the CLIENT has been doing business in compliance with all such material Approvals, and all Federal, state and local laws rules and regulations, other than any such Approvals, laws, rules and regulations, the failure to comply with which would not have material adverse effect on the CLIENT, its business, properties or operations. All licenses and findings of suitability required to be obtained by any affiliate of the CLIENT have been obtained and are in full force and effect. 7.12 TITLE TO PROPERTY, INSURANCE: The CLIENT has good title to, or valid and enforceable leasehold estates in, all items of real property owned or leased by it, and continues to have good title to, or valid and enforceable leases or subleases with respect to, all items of personal property (tangible and intangible), free and clear of all liens, encumbrances, claims, security interests, defects of title, and restrictions of any material nature whatsoever, and liens for real estate taxes not yet due and payable. No default or notice of default exists or has been declared by the landlord or sublessor under any of such leases or subleases. The CLIENT has adequately insured its tangible and/or real properties against loss or damage by fire or other casualty (other than earthquake and flood) and at all relevant times maintained such insurance in adequate amounts, on terms generally offered by reputable insurance carriers. 7.13 INTANGIBLES: The CLIENT owns or possesses the requisite licenses or rights to use all trademarks, service marks, service names, trade names and other rights (collectively, the "Intangibles") described as owned or used by it. There are no proceeding or action by any 4

person pertaining to, or proceeding or claim pending or, to the best knowledge of the CLIENT, threatened and the CLIENT has not received any notice of conflict with the asserted rights of others which challenge the exclusive right of the CLIENT with respect to any Intangibles used in the conduct of the CLIENT's business. To the best knowledge of the CLIENT, the Intangibles and the CLIENT's operations do not infringe on any Intangibles held by any third party. 7.14 HOLD HARMLESS: The CLIENT agrees to indemnify and otherwise hold CONSULTANT, its directors, employees, agents and controlling persons harmless from and against any and all losses, claims, damages, liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by or resulting out of CONSULTANT acting for the CLIENT pursuant to this Agreement;

person pertaining to, or proceeding or claim pending or, to the best knowledge of the CLIENT, threatened and the CLIENT has not received any notice of conflict with the asserted rights of others which challenge the exclusive right of the CLIENT with respect to any Intangibles used in the conduct of the CLIENT's business. To the best knowledge of the CLIENT, the Intangibles and the CLIENT's operations do not infringe on any Intangibles held by any third party. 7.14 HOLD HARMLESS: The CLIENT agrees to indemnify and otherwise hold CONSULTANT, its directors, employees, agents and controlling persons harmless from and against any and all losses, claims, damages, liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by or resulting out of CONSULTANT acting for the CLIENT pursuant to this Agreement; providing that said loss, claim, damage, liability or expense is found to have not resulted primarily from CONSULTANT's gross negligence or bad faith in performing the services described above. 7.15 HOLD HARMLESS: The CLIENT agrees to indemnify and hold CONSULTANT, its directors, employees, agents and controlling persons harmless from and against any an all losses, claims, damages, liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by any material adverse changes in CLIENT not known to CONSULTANT at the time of the execution of this Agreement. REPRESENTATIONS AND WARRANTIES OF CONSULTANT 8. The CLIENT represents and warrants to CONSULTANT as follows: 8.1 DUE INCORPORATION AND QUALIFICATION: The CONSULTANT, if a corporation, has been duly incorporated, is validly existing and is in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation (except where the failure to so qualify would not have a material adverse effect on the business of the CONSULTANT) for the transaction of business and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification. The CONSULTANT has all requisite corporate power and authority necessary to own or hold its properties and conduct its business as put forth to CLIENT by the CONSULTANT. 8.2 AUTHORIZED CAPITAL: The CONSULTANT, if a corporation, will have an authorized and outstanding capitalization, and all of the then issued and outstanding shares of Common Stock will have been duly and validly authorized and issued and will be fully paid and nonassessable. None of the holders of such outstanding shares of Common Stock is subject to personal liability solely by reason of being such a holder. 8.3 NO MATERIAL ADVERSE CHANGES: (i) There has not been any changes in the condition, financial or otherwise, of the CONSULTANT, as put forth to CLIENT by the CONSULTANT, which would have materially adversely affected its ability to conduct its operations; and (ii) the CONSULTANT has not incurred any material liabilities or obligations, direct or contingent, not in the ordinary course of business. 8.4 NO PENDING ACTIONS: There are no actions, suits, proceedings, claims or hearings of any kind or nature or, to the best of the knowledge of the CONSULTANT, any investigations or inquiries, before or by any court, governmental authority, tribunal or instrumentality, pending or threatened against the CONSULTANT, or involving the properties of the CONSULTANT which could have resulted in any material adverse change in the business, properties, financial position or results of operations of the CONSULTANT, or which could have materially adversely affected the transaction or other acts then contemplated by this Agreement or the validity or enforceability of this Agreement. 5

8.5 DUE AUTHORIZATION: The CLIENT, whether an individual or a corporation, has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder. This Agreement was duly authorized, executed and delivered by the CONSULTANT. No issuance of shares of the CONSULTANT's capital stock shall be required as a condition to this execution, validity or enforceability hereof. This Agreement constitutes, upon execution and delivery, a valid and binding obligation of the CONSULTANT, enforceable in accordance with its respective terms (except (i) as the enforceability thereof may be limited by bankruptcy,

8.5 DUE AUTHORIZATION: The CLIENT, whether an individual or a corporation, has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder. This Agreement was duly authorized, executed and delivered by the CONSULTANT. No issuance of shares of the CONSULTANT's capital stock shall be required as a condition to this execution, validity or enforceability hereof. This Agreement constitutes, upon execution and delivery, a valid and binding obligation of the CONSULTANT, enforceable in accordance with its respective terms (except (i) as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditor's rights generally or by general principles of equity; and (ii) that the enforceability of the indemnification and contribution provisions of this Agreement may be limited by the Federal securities laws and public policy), and no consent, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement. 8.6 NON-DEFAULT: NONCONTRAVENTION: During the operative period, the CONSULTANT is not in violation of its articles or certificate of incorporation or by-laws or, in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, lease or other instrument to which it is a party, and the CONSULTANT's execution and delivery of this Agreement, and the incurrence of the obligations herein and therein set forth, and the consummation of the transactions contemplated do not (i) conflict with, or constitute breach of, or a default under the articles or certification of incorporation or by-laws of the CONSULTANT, or any material contract, lease or other material agreement or instrument to which the CONSULTANT is a party or in which the CONSULTANT has a beneficial interest or by which the CONSULTANT is bound: (ii) violates any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the CONSULTANT or any of its properties or business; or (iii) has or has had any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the CONSULTANT to own or lease and operate any of its properties and to conduct its business or the ability of the CONSULTANT to make use thereof. 8.7 NO REGULATORY PROBLEMS: The CLIENT warrants that there exists no regulatory problems by any governmental agency, court or jurisdiction, foreign or domestic and that the CONSULTANT is not now, or threatened to be, under any investigation by any governmental agency, court, or jurisdiction foreign or domestic. 8.10 NO VIOLATIONS: The CONSULTANT is not in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, foreign or domestic, having jurisdiction over the CONSULTANT or any of its properties or business other than any violation which individually or in the aggregate would not have a material adverse effect on the CONSULTANT's business, properties or operations. 8.11 CONDUCT OF BUSINESS: The CONSULTANT has all necessary authorizations, approvals, orders, licenses, certificates and permits (collectively, the "Approvals") of and from all governmental regulatory officials and bodies, to own or lease its properties and conduct its business and the CONSULTANT has been doing business in compliance with all such material Approvals, and all Federal, state and local laws rules and regulations, other than any such Approvals, laws, rules and regulations, the failure to comply with which would not have material adverse effect on the CONSULTANT, its business, properties or operations. All licenses and findings of suitability required to be obtained by any affiliate of the CONSULTANT have been obtained and are in full force and effect. 8.l2 HOLD HARMLESS: The CONSULTANT agrees to indemnify and otherwise hold CLIENT, its directors, employees, agents and controlling persons harmless from and against any and all 6

losses, claims, damages. liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by or resulting out of CLIENT acting for the CONSULTANT pursuant to this Agreement; providing that said loss, claim, damage, liability or expense is found to have not resulted primarily from CLIENT's gross negligence or bad faith in performing the services described above. 8.l3 HOLD HARMLESS: The CONSULTANT agrees to indemnify and hold CLIENT, its directors, employees, agents and controlling persons harmless from and against any an all losses, claims, damages, liabilities

losses, claims, damages. liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by or resulting out of CLIENT acting for the CONSULTANT pursuant to this Agreement; providing that said loss, claim, damage, liability or expense is found to have not resulted primarily from CLIENT's gross negligence or bad faith in performing the services described above. 8.l3 HOLD HARMLESS: The CONSULTANT agrees to indemnify and hold CLIENT, its directors, employees, agents and controlling persons harmless from and against any an all losses, claims, damages, liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by any material adverse changes in CONSULTANT not known to CLIENT at the time of the execution of this Agreement. 9. If a transaction is completed pursuant to this Agreement, CONSULTANT, at its own expense and with the CLIENT's approval (which approval shall not be unreasonably withheld or delayed) is entitled to place an announcement in such newspapers and periodicals as it may choose stating that CONSULTANT has acted as the consultant / public relations agent for the CLIENT in such transaction. 10. CONSULTANT understands and the CLIENT agrees that no individuals have acted as finders. 11. CLIENT AND CONSULTANT agree that no other privileges or benefits shall inure to the benefit of CONSULTANT other than the remuneration provided for under Section 5 above. 12. In the event a transaction occurs during the pendency of this Agreement and the CLIENT is not the surviving entity in such a transaction as a merger or acquisition or otherwise, or in the event that all or substantially all of the CLIENT's assets has been sold during such period, the CLIENT agrees to cause the acquirer or acquirers to assume and honor the obligations and liabilities of the CLIENT hereunder. 13. This Agreement shall be construed in accordance with the laws of the State of California. 14. This Agreement represents the entire understanding between the parties, and shall supersede all prior discussions. All and negotiations are deemed merged into the Agreement and no parole evidence shall be allowed to contradict it. 15. All Notices to either party shall be in writing and delivered via US Mail to the following persons and addresses:
CLIENT -----GO CALL, INC. MICHAEL RUGE, CEO 15 QUEEN STREET EAST CAMBRIDGE, ONTARIO, CANADA 90068 CONSULTANT ---------JAKE CANELI AND/OR HIS NOMINEE 37 SEABIRD COURT NEWPORT BEACH, CALIF 92663

16. This Agreement can be executed in counterparts which separately and/or collectively result in a validly executed agreement. 7

CONSULTANT AGREEMENT SIGNATURE PAGE THIS CONSULTANT SERVICE AGREEMENT HAS BEEN EXECUTED THIS FIRST DAY OF SEPTEMBER, 1999.
CLIENT: CONSULTANT

CONSULTANT AGREEMENT SIGNATURE PAGE THIS CONSULTANT SERVICE AGREEMENT HAS BEEN EXECUTED THIS FIRST DAY OF SEPTEMBER, 1999.
CLIENT: CONSULTANT

/s/ Michael Ruge --------------------------GO CALL, INC. BY: Michael Ruge, CEO

/s/ Jake Canceli --------------------------JAKE CANCELI AND/OR HIS NOMINEE

8

CONSULTANT AGREEMENT This Consultant Agreement (herein the "Agreement") is entered into by and Go Call, Inc., a Delaware corporation (herein "CLIENT"); on the one part and Michael Ruge, (herein "CONSULTANT"); on the other part. CLIENT is a publicly traded company and is seeking the services of CONSULTANT to obtain new business to generate growth in CLIENT's stock price. The parties hereto, by executing this Agreement, do hereby agree to be bound to the terms and conditions hereunder. TERMS AND CONDITIONS: 1. SERVICE TO BE TENDERED: CLIENT hereby engages CONSULTANT as the CLIENT's consultant for the purposes regarding corporate posturing, current shareholders and debt/equity financing. The consultant's services would include, but not be limited to: (i) a review of the CLIENT's operations and capital structure, valuation of the CLIENT's business units, pending and executory contracts and recommendation of the actions to be taken to maximize shareholder value and earnings, (ii) the rendering of advice and assistance, where possible, for the private placement of additional financing and (iii) assistance (where possible) to the CLIENT in the exercise of any of the CLIENT's warrants to purchase shares of the CLIENT. CONSULTANT'S role as consultant shall continue until the termination of this Agreement pursuant to Paragraph 4 below. 1.1 Further, CONSULTANT agrees to keep and maintain all material non-public information, which CONSULTANT received or developed concerning the CLIENT, confidential, and to disclose that information only as contemplated by this Agreement or as required by law. Notwithstanding the foregoing, CONSULTANT is free to utilize independent agents to provide services contemplated herein provided such agents, employees, CONSULTANT, investors and lenders agree to be bound by the confidentiality provisions of this Agreement. 1.2 Review the CLIENT's operations specifically for cash flow purposes and advise the CLIENT regarding the CLIENT's capital structure and valuation of its business units and contracts. 1.3 Advise the CLIENT in negotiations to obtain price and terms of financing short term or otherwise. 1.4 Advise the CLIENT in negotiations for the purpose of completing mergers or acquisitions and the effect or effects of such on the CLIENT, its cash flow and profitability. 1.5 CONSULTANT shall obtain written approval prior to disclosing any material non-public information and utilizing any printed or reprinted material of CLIENT. 2. Except as required by law, any advice rendered by CONSULTANT pursuant to this Agreement shall be

CONSULTANT AGREEMENT This Consultant Agreement (herein the "Agreement") is entered into by and Go Call, Inc., a Delaware corporation (herein "CLIENT"); on the one part and Michael Ruge, (herein "CONSULTANT"); on the other part. CLIENT is a publicly traded company and is seeking the services of CONSULTANT to obtain new business to generate growth in CLIENT's stock price. The parties hereto, by executing this Agreement, do hereby agree to be bound to the terms and conditions hereunder. TERMS AND CONDITIONS: 1. SERVICE TO BE TENDERED: CLIENT hereby engages CONSULTANT as the CLIENT's consultant for the purposes regarding corporate posturing, current shareholders and debt/equity financing. The consultant's services would include, but not be limited to: (i) a review of the CLIENT's operations and capital structure, valuation of the CLIENT's business units, pending and executory contracts and recommendation of the actions to be taken to maximize shareholder value and earnings, (ii) the rendering of advice and assistance, where possible, for the private placement of additional financing and (iii) assistance (where possible) to the CLIENT in the exercise of any of the CLIENT's warrants to purchase shares of the CLIENT. CONSULTANT'S role as consultant shall continue until the termination of this Agreement pursuant to Paragraph 4 below. 1.1 Further, CONSULTANT agrees to keep and maintain all material non-public information, which CONSULTANT received or developed concerning the CLIENT, confidential, and to disclose that information only as contemplated by this Agreement or as required by law. Notwithstanding the foregoing, CONSULTANT is free to utilize independent agents to provide services contemplated herein provided such agents, employees, CONSULTANT, investors and lenders agree to be bound by the confidentiality provisions of this Agreement. 1.2 Review the CLIENT's operations specifically for cash flow purposes and advise the CLIENT regarding the CLIENT's capital structure and valuation of its business units and contracts. 1.3 Advise the CLIENT in negotiations to obtain price and terms of financing short term or otherwise. 1.4 Advise the CLIENT in negotiations for the purpose of completing mergers or acquisitions and the effect or effects of such on the CLIENT, its cash flow and profitability. 1.5 CONSULTANT shall obtain written approval prior to disclosing any material non-public information and utilizing any printed or reprinted material of CLIENT. 2. Except as required by law, any advice rendered by CONSULTANT pursuant to this Agreement shall be treated as confidential by the CLIENT and by any party to whom the CLIENT discloses such advice and shall not be disclosed publicly in any manner without the prior written consent of CONSULTANT. Without prior consultation with CONSULTANT, the CLIENT shall not make any legally required disclosure of such advice nor make any public announcements or filings in which CONSULTANT's name appears. 3. The CLIENT agrees to make available all information concerning the business, assets, operations and financial condition of the CLIENT which CONSULTANT reasonably requests in connection with the performance of its obligations hereunder. CONSULTANT is entitled to rely upon the accuracy and completeness of such information without independent verification. 1

4. This Agreement shall naturally terminate upon the fifth anniversary from the date of execution hereof. a. Either party may terminate this Agreement for any reason prior to its natural termination providing 30 day written notice be given to the non-terminating party.

4. This Agreement shall naturally terminate upon the fifth anniversary from the date of execution hereof. a. Either party may terminate this Agreement for any reason prior to its natural termination providing 30 day written notice be given to the non-terminating party. 5. For the services provided herein, The CLIENT shall tender to CONSULTANT: a. Upon execution hereof, CLIENT shall tender to CONSULTANT 500,000 shares of restricted stock of Go Call, Inc. (the "Shares") and 500,000 options of Go Call, Inc. stock at $0.50 per share. 1. The 500,000 shares of restricted stock shall be free tading within one year of issuance by one of the following manners. a. The restriction shall expire on the year anniversary date of the issuance of the 500,000 shares of stock to CONSULTANT; or b. Should the CLIENT become a fully compliant bulletin board company during the Shares' one year restriction, CLIENT shall register CONSULTANT'S Shares no later than three months after becoming compliant. 2. In addition, CONSULTANT shall also receive an additional 2,000,000 options (the "Options") of Go Call, Inc. at a price of $0.50 per share which shall be deemed vested in CONSULTANT upon execution hereof, however, CONSULTANT will allow CLIENT to make the Options available in 500,000 share blocks on the each anniversary date of the execution hereof for the remainder of the natural life of this Agreement. a. In the event of an early termination pursuant to Section 4 above, the remaining Options under Section 5 (2) shall be made immediately available to CONSULTANT at which time CONSULTANT shall have no less than thirty (30) days and no more than ninety (90) days to tender to CLIENT the Option price due and payable to the CLIENT. 3. CLIENT agrees that CONSULTANT shall be entitled to ten (10%) percent of all monies directly raised by CONSULTANT through private placements, however, CLIENT and CONSULTANT shall be entitled to renegotiate this percentage on a case by case basis without impacting the agreed to percentage enumerated above. 6. Should CLIENT sell, merge or be acquired by any third party which is publicly traded, CLIENT shall have the third party acquirer executed a valid assignment of this Agreement to avoid any ambiguities as it relates to CONSULTANT'S rights hereunder and to ensure remuneration. REPRESENTATIONS AND WARRANTIES OF THE CLIENT 7. The CLIENT represents and warrants to CONSULTANT as follows: 7.1 DUE INCORPORATION AND QUALIFICATION: The CLIENT has been duly incorporated, is validly existing and is in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation (except where the failure to so qualify would not have a material adverse effect on the business of the CLIENT) for the transaction of business and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification. The CLIENT has all requisite corporate power and authority necessary to own or hold its properties and conduct its business as put forth to CONSULTANT by the CLIENT. 2

7.2 AUTHORIZED CAPITAL: The CLIENT will have an authorized and outstanding capitalization, and all of the then issued and outstanding shares of Common Stock will have been duly and validly authorized and issued and will be fully paid and nonassessable. None of the holders of such outstanding shares of Common Stock is subject to personal liability solely by reason of being such a holder.

7.2 AUTHORIZED CAPITAL: The CLIENT will have an authorized and outstanding capitalization, and all of the then issued and outstanding shares of Common Stock will have been duly and validly authorized and issued and will be fully paid and nonassessable. None of the holders of such outstanding shares of Common Stock is subject to personal liability solely by reason of being such a holder. 7.3 FINANCIAL STATEMENTS: The financial statements of the CLIENT fairly present the financial position and results of operations of the CLIENT at the dates thereof and for the periods in conformity with generally accepted principles, consistently applied throughout the periods involved. 7.4 NO MATERIAL ADVERSE CHANGES: (i) There has not been any changes in the condition, financial or otherwise, of the CLIENT, as put forth to CONSULTANT by the CLIENT, which would have materially adversely affected its ability to conduct its operations; and (ii) the CLIENT has not incurred any material liabilities or obligations, direct or contingent, not in the ordinary course of business. 7.5 TAXES: The CLIENT has filed all Federal tax returns and all state and municipal and local tax returns (whether relating to income, sales, franchise, real or personal property or other types of taxes) required to be filed under the laws of the United States and other applicable countries and/or jurisdictions, and has paid in full all taxes which have become due pursuant to such returns or claimed to be due by any taxing authority or otherwise due and owing, provided, the CLIENT has not paid any tax, assessment, charge, levy or license fee that it contests in good faith and by proper proceedings and adequate reserves for the accrual of same are maintained if required by generally accepted accounting principles. Each of the tax returns heretofore filed by the CLIENT correctly and accurately reflects the amount of its tax liability thereunder. The CLIENT has withheld, collected and paid all other levies, assessments, license fees and taxes to the extent required and with respect to payments, to the extent that the same have become due and payable. 7.6 NO PENDING ACTIONS: There are no actions, suits, proceedings, claims or hearings of any kind or nature or, to the best of the knowledge of the CLIENT, any investigations or inquiries, before or by any court, governmental authority, tribunal or instrumentality, pending or threatened against the CLIENT, or involving the properties of the CLIENT which could have resulted in any material adverse change in the business, properties, financial position or results of operations of the CLIENT, or which could have materially adversely affected the transaction or other acts then contemplated by this Agreement or the validity or enforceability of this Agreement. 7.7 DUE AUTHORIZATION: The CLIENT has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder. This Agreement was duly authorized, executed and delivered by the CLIENT. No issuance of shares of the CLIENT's capital stock shall be required as a condition to this execution, validity or enforceability hereof. This Agreement constitutes, upon execution and delivery, a valid and binding obligation of the CLIENT, enforceable in accordance with its respective terms (except (i) as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization. moratorium or other similar laws affecting creditor's rights generally or by general principles of equity; and (ii) that the enforceability of the indemnification and contribution provisions of this Agreement may be limited by the Federal securities laws and public policy), and no consent, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement. 3

7.8 NON-DEFAULT: NONCONTRAVENTION: During the operative period, the CLIENT is not in violation of its articles or certificate of incorporation or by-laws or, in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, lease or other instrument to which it is a party, and the CLIENT's execution and delivery of this Agreement, and the incurrence of the obligations herein and therein set forth, and the consummation of the transactions contemplated do not (i) conflict with, or constitute breach of. or a default under the articles or certification of incorporation or by-laws of the CLIENT, or any material contract, lease or other material agreement or instrument to which the CLIENT is a party or in which the CLIENT has a beneficial interest or by which the CLIENT is bound; (ii) violates any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the CLIENT or any of its properties or business; or (iii) has or has had any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the CLIENT to own or lease and operate any of its properties and to conduct its business or the

7.8 NON-DEFAULT: NONCONTRAVENTION: During the operative period, the CLIENT is not in violation of its articles or certificate of incorporation or by-laws or, in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, lease or other instrument to which it is a party, and the CLIENT's execution and delivery of this Agreement, and the incurrence of the obligations herein and therein set forth, and the consummation of the transactions contemplated do not (i) conflict with, or constitute breach of. or a default under the articles or certification of incorporation or by-laws of the CLIENT, or any material contract, lease or other material agreement or instrument to which the CLIENT is a party or in which the CLIENT has a beneficial interest or by which the CLIENT is bound; (ii) violates any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the CLIENT or any of its properties or business; or (iii) has or has had any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the CLIENT to own or lease and operate any of its properties and to conduct its business or the ability of the CLIENT to make use thereof. 7.9 NO REGULATORY PROBLEMS: The CLIENT warrants that there exists no regulatory problems by any governmental agency, court or jurisdiction, foreign or domestic and that the CLIENT is not now, or threatened to be. under any investigation by any governmental agency, court, or jurisdiction foreign or domestic. 7.10 NO VIOLATIONS: The CLIENT is not in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, foreign or domestic, having jurisdiction over the CLIENT or any of its properties or business other than any violation which individually or in the aggregate would not have a material adverse effect on the CLIENT's business, properties or operations. 7.11 CONDUCT OF BUSINESS: The CLIENT has all necessary authorizations, approvals, orders, licenses, certificates and permits (collectively, the "Approvals") of and from all governmental regulatory officials and bodies, to own or lease its properties and conduct its business and the CLIENT has been doing business in compliance with all such material Approvals, and all Federal, state and local laws rules and regulations, other than any such Approvals, laws, rules and regulations, the failure to comply with which would not have material adverse effect on the CLIENT, its business, properties or operations. All licenses and findings of suitability required to be obtained by any affiliate of the CLIENT have been obtained and are in full force and effect. 7.12 TITLE TO PROPERTY, INSURANCE: The CLIENT has good title to, or valid and enforceable leasehold estates in, all items of real property owned or leased by it, and continues to have good title to, or valid and enforceable leases or subleases with respect to, all items of personal property (tangible and intangible), free and clear of all liens, encumbrances, claims, security interests, defects of title, and restrictions of any material nature whatsoever, and liens for real estate taxes not yet due and payable. No default or notice of default exists or has been declared by the landlord or sublessor under any of such leases or subleases. The CLIENT has adequately insured its tangible and/or real properties against loss or damage by fire or other casualty (other than earthquake and flood) and at all relevant times maintained such insurance in adequate amounts, on terms generally offered by reputable insurance carriers. 7.13 INTANGIBLES: The CLIENT owns or possesses the requisite licenses or rights to use all trademarks, service marks, service names, trade names and other rights (collectively, the "Intangibles") described as owned or used by it. There are no proceeding or action by any 4

person pertaining to, or proceeding or claim pending or, to the best knowledge of the CLIENT, threatened and the CLIENT has not received any notice of conflict with the asserted rights of others which challenge the exclusive right of the CLIENT with respect to any Intangibles used in the conduct of the CLIENT's business. To the best knowledge of the CLIENT, the Intangibles and the CLIENT's operations do not infringe on any Intangibles held by any third party. 7.14 HOLD HARMLESS: The CLIENT agrees to indemnify and otherwise hold CONSULTANT, its directors, employees, agents and controlling persons harmless from and against any and all losses, claims, damages, liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by or resulting out of CONSULTANT acting for the CLIENT pursuant to this Agreement;

person pertaining to, or proceeding or claim pending or, to the best knowledge of the CLIENT, threatened and the CLIENT has not received any notice of conflict with the asserted rights of others which challenge the exclusive right of the CLIENT with respect to any Intangibles used in the conduct of the CLIENT's business. To the best knowledge of the CLIENT, the Intangibles and the CLIENT's operations do not infringe on any Intangibles held by any third party. 7.14 HOLD HARMLESS: The CLIENT agrees to indemnify and otherwise hold CONSULTANT, its directors, employees, agents and controlling persons harmless from and against any and all losses, claims, damages, liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by or resulting out of CONSULTANT acting for the CLIENT pursuant to this Agreement; providing that said loss, claim, damage, liability or expense is found to have not resulted primarily from CONSULTANT's gross negligence or bad faith in performing the services described above. 7.15 HOLD HARMLESS: The CLIENT agrees to indemnify and hold CONSULTANT, its directors, employees, agents and controlling persons harmless from and against any an all losses, claims, damages, liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by any material adverse changes in CLIENT not known to CONSULTANT at the time of the execution of this Agreement. REPRESENTATIONS AND WARRANTIES OF CONSULTANT 8. The CLIENT represents and warrants to CONSULTANT as follows: 8.1 DUE INCORPORATION AND QUALIFICATION: The CONSULTANT, if a corporation, has been duly incorporated, is validly existing and is in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation (except where the failure to so qualify would not have a material adverse effect on the business of the CONSULTANT) for the transaction of business and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification. The CONSULTANT has all requisite corporate power and authority necessary to own or hold its properties and conduct its business as put forth to CLIENT by the CONSULTANT. 8.2 AUTHORIZED CAPITAL: The CONSULTANT, if a corporation, will have an authorized and outstanding capitalization, and all of the then issued and outstanding shares of Common Stock will have been duly and validly authorized and issued and will be fully paid and nonassessable. None of the holders of such outstanding shares of Common Stock is subject to personal liability solely by reason of being such a holder. 8.3 NO MATERIAL ADVERSE CHANGES: (i) There has not been any changes in the condition, financial or otherwise, of the CONSULTANT, as put forth to CLIENT by the CONSULTANT, which would have materially adversely affected its ability to conduct its operations; and (ii) the CONSULTANT has not incurred any material liabilities or obligations, direct or contingent, not in the ordinary course of business. 8.4 NO PENDING ACTIONS: There are no actions, suits, proceedings, claims or hearings of any kind or nature or, to the best of the knowledge of the CONSULTANT, any investigations or inquiries, before or by any court, governmental authority, tribunal or instrumentality, pending or threatened against the CONSULTANT, or involving the properties of the CONSULTANT which could have resulted in any material adverse change in the business, properties, financial position or results of operations of the CONSULTANT, or which could have materially adversely affected the transaction or other acts then contemplated by this Agreement or the validity or enforceability of this Agreement. 5

8.5 DUE AUTHORIZATION: The CLIENT, whether an individual or a corporation, has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder. This Agreement was duly authorized, executed and delivered by the CONSULTANT. No issuance of shares of the CONSULTANT's capital stock shall be required as a condition to this execution, validity or enforceability hereof. This Agreement constitutes, upon execution and delivery, a valid and binding obligation of the CONSULTANT, enforceable in accordance with its respective terms (except (i) as the enforceability thereof may be limited by bankruptcy,

8.5 DUE AUTHORIZATION: The CLIENT, whether an individual or a corporation, has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder. This Agreement was duly authorized, executed and delivered by the CONSULTANT. No issuance of shares of the CONSULTANT's capital stock shall be required as a condition to this execution, validity or enforceability hereof. This Agreement constitutes, upon execution and delivery, a valid and binding obligation of the CONSULTANT, enforceable in accordance with its respective terms (except (i) as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditor's rights generally or by general principles of equity; and (ii) that the enforceability of the indemnification and contribution provisions of this Agreement may be limited by the Federal securities laws and public policy), and no consent, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement. 8.6 NON-DEFAULT: NONCONTRAVENTION: During the operative period, the CONSULTANT is not in violation of its articles or certificate of incorporation or by-laws or, in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, lease or other instrument to which it is a party, and the CONSULTANT's execution and delivery of this Agreement, and the incurrence of the obligations herein and therein set forth, and the consummation of the transactions contemplated do not (i) conflict with, or constitute breach of, or a default under the articles or certification of incorporation or by-laws of the CONSULTANT, or any material contract, lease or other material agreement or instrument to which the CONSULTANT is a party or in which the CONSULTANT has a beneficial interest or by which the CONSULTANT is bound: (ii) violates any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the CONSULTANT or any of its properties or business; or (iii) has or has had any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the CONSULTANT to own or lease and operate any of its properties and to conduct its business or the ability of the CONSULTANT to make use thereof. 8.7 NO REGULATORY PROBLEMS: The CLIENT warrants that there exists no regulatory problems by any governmental agency, court or jurisdiction, foreign or domestic and that the CONSULTANT is not now, or threatened to be, under any investigation by any governmental agency, court, or jurisdiction foreign or domestic. 8.10 NO VIOLATIONS: The CONSULTANT is not in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, foreign or domestic, having jurisdiction over the CONSULTANT or any of its properties or business other than any violation which individually or in the aggregate would not have a material adverse effect on the CONSULTANT's business, properties or operations. 8.11 CONDUCT OF BUSINESS: The CONSULTANT has all necessary authorizations, approvals, orders, licenses, certificates and permits (collectively, the "Approvals") of and from all governmental regulatory officials and bodies, to own or lease its properties and conduct its business and the CONSULTANT has been doing business in compliance with all such material Approvals, and all Federal, state and local laws rules and regulations, other than any such Approvals, laws, rules and regulations, the failure to comply with which would not have material adverse effect on the CONSULTANT, its business, properties or operations. All licenses and findings of suitability required to be obtained by any affiliate of the CONSULTANT have been obtained and are in full force and effect. 8.l2 HOLD HARMLESS: The CONSULTANT agrees to indemnify and otherwise hold CLIENT, its directors, employees, agents and controlling persons harmless from and against any and all 6

losses, claims, damages. liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by or resulting out of CLIENT acting for the CONSULTANT pursuant to this Agreement; providing that said loss, claim, damage, liability or expense is found to have not resulted primarily from CLIENT's gross negligence or bad faith in performing the services described above. 8.l3 HOLD HARMLESS: The CONSULTANT agrees to indemnify and hold CLIENT, its directors, employees, agents and controlling persons harmless from and against any an all losses, claims, damages, liabilities

losses, claims, damages. liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by or resulting out of CLIENT acting for the CONSULTANT pursuant to this Agreement; providing that said loss, claim, damage, liability or expense is found to have not resulted primarily from CLIENT's gross negligence or bad faith in performing the services described above. 8.l3 HOLD HARMLESS: The CONSULTANT agrees to indemnify and hold CLIENT, its directors, employees, agents and controlling persons harmless from and against any an all losses, claims, damages, liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by any material adverse changes in CONSULTANT not known to CLIENT at the time of the execution of this Agreement. 9. If a transaction is completed pursuant to this Agreement, CONSULTANT, at its own expense and with the CLIENT's approval (which approval shall not be unreasonably withheld or delayed) is entitled to place an announcement in such newspapers and periodicals as it may choose stating that CONSULTANT has acted as the consultant / public relations agent for the CLIENT in such transaction. 10. CONSULTANT understands and the CLIENT agrees that no individuals have acted as finders. 11. CLIENT AND CONSULTANT agree that no other privileges or benefits shall inure to the benefit of CONSULTANT other than the remuneration provided for under Section 5 above. 12. In the event a transaction occurs during the pendency of this Agreement and the CLIENT is not the surviving entity in such a transaction as a merger or acquisition or otherwise, or in the event that all or substantially all of the CLIENT's assets has been sold during such period, the CLIENT agrees to cause the acquirer or acquirers to assume and honor the obligations and liabilities of the CLIENT hereunder. 13. This Agreement shall be construed in accordance with the laws of the State of California. 14. This Agreement represents the entire understanding between the parties, and shall supersede all prior discussions. All and negotiations are deemed merged into the Agreement and no parole evidence shall be allowed to contradict it.
15. All Notices to either party shall be in writing and to the following persons and addresses: CLIENT -----GO CALL, INC. MICHAEL RUGE, CEO 15 QUEEN STREET EAST CAMBRIDGE, ONTARIO, CANADA 90068 16. delivered via US Mail

CONSULTANT ---------MICHAEL RUGE 46 ALBERT STREET WATERLOO ONTARIO, CANADA N2L3T6 which separately and/or

This Agreement can be executed in counterparts

collectively result in a validly executed agreement. 7

CONSULTANT AGREEMENT SIGNATURE PAGE THIS CONSULTANT SERVICE AGREEMENT HAS BEEN EXECUTED THIS FIRST DAY OF SEPTEMBER, 1999.
CLIENT: CONSULTANT

CONSULTANT AGREEMENT SIGNATURE PAGE THIS CONSULTANT SERVICE AGREEMENT HAS BEEN EXECUTED THIS FIRST DAY OF SEPTEMBER, 1999.
CLIENT: CONSULTANT

/s/ Michael Ruge --------------------------GO CALL, INC. BY: Michael Ruge, CEO

/s/ Michael Ruge --------------------------MICHAEL RUGE

8

CONSULTANT AGREEMENT This Consultant Agreement (herein the "Agreement") is entered into by and Go Call, Inc., a Delaware corporation (herein "CLIENT"); on the one part and Michael Avatar and/or his nominee, (herein "CONSULTANT"); on the other part. CLIENT is a publicly traded company and is seeking the services of CONSULTANT to obtain new business to generate growth in CLIENT's stock price. The parties hereto, by executing this Agreement, do hereby agree to be bound to the terms and conditions hereunder. TERMS AND CONDITIONS: 1. SERVICE TO BE TENDERED: CLIENT hereby engages CONSULTANT as the CLIENT's consultant for the purposes regarding corporate posturing, current shareholders and debt/equity financing. The consultant's services would include, but not be limited to: (i) a review of the CLIENT's operations and capital structure, valuation of the CLIENT's business units, pending and executory contracts and recommendation of the actions to be taken to maximize shareholder value and earnings, (ii) the rendering of advice and assistance, where possible, for the private placement of additional financing and (iii) assistance (where possible) to the CLIENT in the exercise of any of the CLIENT's warrants to purchase shares of the CLIENT. CONSULTANT'S role as consultant shall continue until the termination of this Agreement pursuant to Paragraph 4 below. 1.1 Further, CONSULTANT agrees to keep and maintain all material non-public information, which CONSULTANT received or developed concerning the CLIENT, confidential, and to disclose that information only as contemplated by this Agreement or as required by law. Notwithstanding the foregoing, CONSULTANT is free to utilize independent agents to provide services contemplated herein provided such agents, employees, CONSULTANT, investors and lenders agree to be bound by the confidentiality provisions of this Agreement. 1.2 Review the CLIENT's operations specifically for cash flow purposes and advise the CLIENT regarding the CLIENT's capital structure and valuation of its business units and contracts. 1.3 Advise the CLIENT in negotiations to obtain price and terms of financing short term or otherwise. 1.4 Advise the CLIENT in negotiations for the purpose of completing mergers or acquisitions and the effect or effects of such on the CLIENT, its cash flow and profitability. 1.5 CONSULTANT shall obtain written approval prior to disclosing any material non-public information and utilizing any printed or reprinted material of CLIENT. 2. Except as required by law, any advice rendered by CONSULTANT pursuant to this Agreement shall be

CONSULTANT AGREEMENT This Consultant Agreement (herein the "Agreement") is entered into by and Go Call, Inc., a Delaware corporation (herein "CLIENT"); on the one part and Michael Avatar and/or his nominee, (herein "CONSULTANT"); on the other part. CLIENT is a publicly traded company and is seeking the services of CONSULTANT to obtain new business to generate growth in CLIENT's stock price. The parties hereto, by executing this Agreement, do hereby agree to be bound to the terms and conditions hereunder. TERMS AND CONDITIONS: 1. SERVICE TO BE TENDERED: CLIENT hereby engages CONSULTANT as the CLIENT's consultant for the purposes regarding corporate posturing, current shareholders and debt/equity financing. The consultant's services would include, but not be limited to: (i) a review of the CLIENT's operations and capital structure, valuation of the CLIENT's business units, pending and executory contracts and recommendation of the actions to be taken to maximize shareholder value and earnings, (ii) the rendering of advice and assistance, where possible, for the private placement of additional financing and (iii) assistance (where possible) to the CLIENT in the exercise of any of the CLIENT's warrants to purchase shares of the CLIENT. CONSULTANT'S role as consultant shall continue until the termination of this Agreement pursuant to Paragraph 4 below. 1.1 Further, CONSULTANT agrees to keep and maintain all material non-public information, which CONSULTANT received or developed concerning the CLIENT, confidential, and to disclose that information only as contemplated by this Agreement or as required by law. Notwithstanding the foregoing, CONSULTANT is free to utilize independent agents to provide services contemplated herein provided such agents, employees, CONSULTANT, investors and lenders agree to be bound by the confidentiality provisions of this Agreement. 1.2 Review the CLIENT's operations specifically for cash flow purposes and advise the CLIENT regarding the CLIENT's capital structure and valuation of its business units and contracts. 1.3 Advise the CLIENT in negotiations to obtain price and terms of financing short term or otherwise. 1.4 Advise the CLIENT in negotiations for the purpose of completing mergers or acquisitions and the effect or effects of such on the CLIENT, its cash flow and profitability. 1.5 CONSULTANT shall obtain written approval prior to disclosing any material non-public information and utilizing any printed or reprinted material of CLIENT. 2. Except as required by law, any advice rendered by CONSULTANT pursuant to this Agreement shall be treated as confidential by the CLIENT and by any party to whom the CLIENT discloses such advice and shall not be disclosed publicly in any manner without the prior written consent of CONSULTANT. Without prior consultation with CONSULTANT, the CLIENT shall not make any legally required disclosure of such advice nor make any public announcements or filings in which CONSULTANT's name appears. 3. The CLIENT agrees to make available all information concerning the business, assets, operations and financial condition of the CLIENT which CONSULTANT reasonably requests in connection with the performance of its obligations hereunder. CONSULTANT is entitled to rely upon the accuracy and completeness of such information without independent verification. 1

4. This Agreement shall naturally terminate upon the fifth anniversary from the date of execution hereof. a. Either party may terminate this Agreement for any reason prior to its natural termination providing 30 day written notice be given to the non-terminating party.

4. This Agreement shall naturally terminate upon the fifth anniversary from the date of execution hereof. a. Either party may terminate this Agreement for any reason prior to its natural termination providing 30 day written notice be given to the non-terminating party. 5. For the services provided herein, The CLIENT shall tender to CONSULTANT: a. Upon execution hereof, CLIENT shall tender to CONSULTANT 500,000 shares of restricted stock of Go Call, Inc. (the "Shares") and 500,000 options of Go Call, Inc. stock at $0.50 per share. 1. The 500,000 shares of restricted stock shall be free tading within one year of issuance by one of the following manners. a. The restriction shall expire on the year anniversary date of the issuance of the 500,000 shares of stock to CONSULTANT; or b. Should the CLIENT become a fully compliant bulletin board company during the Shares' one year restriction, CLIENT shall register CONSULTANT'S Shares no later than three months after becoming compliant. 2. In addition, CONSULTANT shall also receive an additional 2,000,000 options (the "Options") of Go Call, Inc. at a price of $0.50 per share which shall be deemed vested in CONSULTANT upon execution hereof, however, CONSULTANT will allow CLIENT to make the Options available in 500,000 share blocks on the each anniversary date of the execution hereof for the remainder of the natural life of this Agreement. a. In the event of an early termination pursuant to Section 4 above, the remaining Options under Section 5 (2) shall be made immediately available to CONSULTANT at which time CONSULTANT shall have no less than thirty (30) days and no more than ninety (90) days to tender to CLIENT the Option price due and payable to the CLIENT. 3. CLIENT agrees that CONSULTANT shall be entitled to ten (10%) percent of all monies directly raised by CONSULTANT through private placements, however, CLIENT and CONSULTANT shall be entitled to renegotiate this percentage on a case by case basis without impacting the agreed to percentage enumerated above. 6. Should CLIENT sell, merge or be acquired by any third party which is publicly traded, CLIENT shall have the third party acquirer executed a valid assignment of this Agreement to avoid any ambiguities as it relates to CONSULTANT'S rights hereunder and to ensure remuneration. REPRESENTATIONS AND WARRANTIES OF THE CLIENT 7. The CLIENT represents and warrants to CONSULTANT as follows: 7.1 DUE INCORPORATION AND QUALIFICATION: The CLIENT has been duly incorporated, is validly existing and is in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation (except where the failure to so qualify would not have a material adverse effect on the business of the CLIENT) for the transaction of business and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification. The CLIENT has all requisite corporate power and authority necessary to own or hold its properties and conduct its business as put forth to CONSULTANT by the CLIENT. 2

7.2 AUTHORIZED CAPITAL: The CLIENT will have an authorized and outstanding capitalization, and all of the then issued and outstanding shares of Common Stock will have been duly and validly authorized and issued and will be fully paid and nonassessable. None of the holders of such outstanding shares of Common Stock is subject to personal liability solely by reason of being such a holder.

7.2 AUTHORIZED CAPITAL: The CLIENT will have an authorized and outstanding capitalization, and all of the then issued and outstanding shares of Common Stock will have been duly and validly authorized and issued and will be fully paid and nonassessable. None of the holders of such outstanding shares of Common Stock is subject to personal liability solely by reason of being such a holder. 7.3 FINANCIAL STATEMENTS: The financial statements of the CLIENT fairly present the financial position and results of operations of the CLIENT at the dates thereof and for the periods in conformity with generally accepted principles, consistently applied throughout the periods involved. 7.4 NO MATERIAL ADVERSE CHANGES: (i) There has not been any changes in the condition, financial or otherwise, of the CLIENT, as put forth to CONSULTANT by the CLIENT, which would have materially adversely affected its ability to conduct its operations; and (ii) the CLIENT has not incurred any material liabilities or obligations, direct or contingent, not in the ordinary course of business. 7.5 TAXES: The CLIENT has filed all Federal tax returns and all state and municipal and local tax returns (whether relating to income, sales, franchise, real or personal property or other types of taxes) required to be filed under the laws of the United States and other applicable countries and/or jurisdictions, and has paid in full all taxes which have become due pursuant to such returns or claimed to be due by any taxing authority or otherwise due and owing, provided, the CLIENT has not paid any tax, assessment, charge, levy or license fee that it contests in good faith and by proper proceedings and adequate reserves for the accrual of same are maintained if required by generally accepted accounting principles. Each of the tax returns heretofore filed by the CLIENT correctly and accurately reflects the amount of its tax liability thereunder. The CLIENT has withheld, collected and paid all other levies, assessments, license fees and taxes to the extent required and with respect to payments, to the extent that the same have become due and payable. 7.6 NO PENDING ACTIONS: There are no actions, suits, proceedings, claims or hearings of any kind or nature or, to the best of the knowledge of the CLIENT, any investigations or inquiries, before or by any court, governmental authority, tribunal or instrumentality, pending or threatened against the CLIENT, or involving the properties of the CLIENT which could have resulted in any material adverse change in the business, properties, financial position or results of operations of the CLIENT, or which could have materially adversely affected the transaction or other acts then contemplated by this Agreement or the validity or enforceability of this Agreement. 7.7 DUE AUTHORIZATION: The CLIENT has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder. This Agreement was duly authorized, executed and delivered by the CLIENT. No issuance of shares of the CLIENT's capital stock shall be required as a condition to this execution, validity or enforceability hereof. This Agreement constitutes, upon execution and delivery, a valid and binding obligation of the CLIENT, enforceable in accordance with its respective terms (except (i) as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization. moratorium or other similar laws affecting creditor's rights generally or by general principles of equity; and (ii) that the enforceability of the indemnification and contribution provisions of this Agreement may be limited by the Federal securities laws and public policy), and no consent, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement. 3

7.8 NON-DEFAULT: NONCONTRAVENTION: During the operative period, the CLIENT is not in violation of its articles or certificate of incorporation or by-laws or, in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, lease or other instrument to which it is a party, and the CLIENT's execution and delivery of this Agreement, and the incurrence of the obligations herein and therein set forth, and the consummation of the transactions contemplated do not (i) conflict with, or constitute breach of. or a default under the articles or certification of incorporation or by-laws of the CLIENT, or any material contract, lease or other material agreement or instrument to which the CLIENT is a party or in which the CLIENT has a beneficial interest or by which the CLIENT is bound; (ii) violates any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the CLIENT or any of its properties or business; or (iii) has or has had any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the CLIENT to own or lease and operate any of its properties and to conduct its business or the

7.8 NON-DEFAULT: NONCONTRAVENTION: During the operative period, the CLIENT is not in violation of its articles or certificate of incorporation or by-laws or, in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, lease or other instrument to which it is a party, and the CLIENT's execution and delivery of this Agreement, and the incurrence of the obligations herein and therein set forth, and the consummation of the transactions contemplated do not (i) conflict with, or constitute breach of. or a default under the articles or certification of incorporation or by-laws of the CLIENT, or any material contract, lease or other material agreement or instrument to which the CLIENT is a party or in which the CLIENT has a beneficial interest or by which the CLIENT is bound; (ii) violates any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the CLIENT or any of its properties or business; or (iii) has or has had any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the CLIENT to own or lease and operate any of its properties and to conduct its business or the ability of the CLIENT to make use thereof. 7.9 NO REGULATORY PROBLEMS: The CLIENT warrants that there exists no regulatory problems by any governmental agency, court or jurisdiction, foreign or domestic and that the CLIENT is not now, or threatened to be. under any investigation by any governmental agency, court, or jurisdiction foreign or domestic. 7.10 NO VIOLATIONS: The CLIENT is not in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, foreign or domestic, having jurisdiction over the CLIENT or any of its properties or business other than any violation which individually or in the aggregate would not have a material adverse effect on the CLIENT's business, properties or operations. 7.11 CONDUCT OF BUSINESS: The CLIENT has all necessary authorizations, approvals, orders, licenses, certificates and permits (collectively, the "Approvals") of and from all governmental regulatory officials and bodies, to own or lease its properties and conduct its business and the CLIENT has been doing business in compliance with all such material Approvals, and all Federal, state and local laws rules and regulations, other than any such Approvals, laws, rules and regulations, the failure to comply with which would not have material adverse effect on the CLIENT, its business, properties or operations. All licenses and findings of suitability required to be obtained by any affiliate of the CLIENT have been obtained and are in full force and effect. 7.12 TITLE TO PROPERTY, INSURANCE: The CLIENT has good title to, or valid and enforceable leasehold estates in, all items of real property owned or leased by it, and continues to have good title to, or valid and enforceable leases or subleases with respect to, all items of personal property (tangible and intangible), free and clear of all liens, encumbrances, claims, security interests, defects of title, and restrictions of any material nature whatsoever, and liens for real estate taxes not yet due and payable. No default or notice of default exists or has been declared by the landlord or sublessor under any of such leases or subleases. The CLIENT has adequately insured its tangible and/or real properties against loss or damage by fire or other casualty (other than earthquake and flood) and at all relevant times maintained such insurance in adequate amounts, on terms generally offered by reputable insurance carriers. 7.13 INTANGIBLES: The CLIENT owns or possesses the requisite licenses or rights to use all trademarks, service marks, service names, trade names and other rights (collectively, the "Intangibles") described as owned or used by it. There are no proceeding or action by any 4

person pertaining to, or proceeding or claim pending or, to the best knowledge of the CLIENT, threatened and the CLIENT has not received any notice of conflict with the asserted rights of others which challenge the exclusive right of the CLIENT with respect to any Intangibles used in the conduct of the CLIENT's business. To the best knowledge of the CLIENT, the Intangibles and the CLIENT's operations do not infringe on any Intangibles held by any third party. 7.14 HOLD HARMLESS: The CLIENT agrees to indemnify and otherwise hold CONSULTANT, its directors, employees, agents and controlling persons harmless from and against any and all losses, claims, damages, liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by or resulting out of CONSULTANT acting for the CLIENT pursuant to this Agreement;

person pertaining to, or proceeding or claim pending or, to the best knowledge of the CLIENT, threatened and the CLIENT has not received any notice of conflict with the asserted rights of others which challenge the exclusive right of the CLIENT with respect to any Intangibles used in the conduct of the CLIENT's business. To the best knowledge of the CLIENT, the Intangibles and the CLIENT's operations do not infringe on any Intangibles held by any third party. 7.14 HOLD HARMLESS: The CLIENT agrees to indemnify and otherwise hold CONSULTANT, its directors, employees, agents and controlling persons harmless from and against any and all losses, claims, damages, liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by or resulting out of CONSULTANT acting for the CLIENT pursuant to this Agreement; providing that said loss, claim, damage, liability or expense is found to have not resulted primarily from CONSULTANT's gross negligence or bad faith in performing the services described above. 7.15 HOLD HARMLESS: The CLIENT agrees to indemnify and hold CONSULTANT, its directors, employees, agents and controlling persons harmless from and against any an all losses, claims, damages, liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by any material adverse changes in CLIENT not known to CONSULTANT at the time of the execution of this Agreement. REPRESENTATIONS AND WARRANTIES OF CONSULTANT 8. The CLIENT represents and warrants to CONSULTANT as follows: 8.1 DUE INCORPORATION AND QUALIFICATION: The CONSULTANT, if a corporation, has been duly incorporated, is validly existing and is in good standing under the laws of its state of incorporation and is duly qualified as a foreign corporation (except where the failure to so qualify would not have a material adverse effect on the business of the CONSULTANT) for the transaction of business and is in good standing in each jurisdiction in which the ownership or leasing of its properties or the conduct of its business requires such qualification. The CONSULTANT has all requisite corporate power and authority necessary to own or hold its properties and conduct its business as put forth to CLIENT by the CONSULTANT. 8.2 AUTHORIZED CAPITAL: The CONSULTANT, if a corporation, will have an authorized and outstanding capitalization, and all of the then issued and outstanding shares of Common Stock will have been duly and validly authorized and issued and will be fully paid and nonassessable. None of the holders of such outstanding shares of Common Stock is subject to personal liability solely by reason of being such a holder. 8.3 NO MATERIAL ADVERSE CHANGES: (i) There has not been any changes in the condition, financial or otherwise, of the CONSULTANT, as put forth to CLIENT by the CONSULTANT, which would have materially adversely affected its ability to conduct its operations; and (ii) the CONSULTANT has not incurred any material liabilities or obligations, direct or contingent, not in the ordinary course of business. 8.4 NO PENDING ACTIONS: There are no actions, suits, proceedings, claims or hearings of any kind or nature or, to the best of the knowledge of the CONSULTANT, any investigations or inquiries, before or by any court, governmental authority, tribunal or instrumentality, pending or threatened against the CONSULTANT, or involving the properties of the CONSULTANT which could have resulted in any material adverse change in the business, properties, financial position or results of operations of the CONSULTANT, or which could have materially adversely affected the transaction or other acts then contemplated by this Agreement or the validity or enforceability of this Agreement. 5

8.5 DUE AUTHORIZATION: The CLIENT, whether an individual or a corporation, has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder. This Agreement was duly authorized, executed and delivered by the CONSULTANT. No issuance of shares of the CONSULTANT's capital stock shall be required as a condition to this execution, validity or enforceability hereof. This Agreement constitutes, upon execution and delivery, a valid and binding obligation of the CONSULTANT, enforceable in accordance with its respective terms (except (i) as the enforceability thereof may be limited by bankruptcy,

8.5 DUE AUTHORIZATION: The CLIENT, whether an individual or a corporation, has full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder. This Agreement was duly authorized, executed and delivered by the CONSULTANT. No issuance of shares of the CONSULTANT's capital stock shall be required as a condition to this execution, validity or enforceability hereof. This Agreement constitutes, upon execution and delivery, a valid and binding obligation of the CONSULTANT, enforceable in accordance with its respective terms (except (i) as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditor's rights generally or by general principles of equity; and (ii) that the enforceability of the indemnification and contribution provisions of this Agreement may be limited by the Federal securities laws and public policy), and no consent, approval, authorization, order of, or filing with, any court or governmental authority or any other third party is required to consummate the transactions contemplated by this Agreement. 8.6 NON-DEFAULT: NONCONTRAVENTION: During the operative period, the CONSULTANT is not in violation of its articles or certificate of incorporation or by-laws or, in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material contract, lease or other instrument to which it is a party, and the CONSULTANT's execution and delivery of this Agreement, and the incurrence of the obligations herein and therein set forth, and the consummation of the transactions contemplated do not (i) conflict with, or constitute breach of, or a default under the articles or certification of incorporation or by-laws of the CONSULTANT, or any material contract, lease or other material agreement or instrument to which the CONSULTANT is a party or in which the CONSULTANT has a beneficial interest or by which the CONSULTANT is bound: (ii) violates any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the CONSULTANT or any of its properties or business; or (iii) has or has had any material adverse effect on any permit, certification, registration, approval, consent, license or franchise necessary for the CONSULTANT to own or lease and operate any of its properties and to conduct its business or the ability of the CONSULTANT to make use thereof. 8.7 NO REGULATORY PROBLEMS: The CLIENT warrants that there exists no regulatory problems by any governmental agency, court or jurisdiction, foreign or domestic and that the CONSULTANT is not now, or threatened to be, under any investigation by any governmental agency, court, or jurisdiction foreign or domestic. 8.10 NO VIOLATIONS: The CONSULTANT is not in violation of any material franchise, license, permit, applicable law, rule, regulation, judgment or decree of any governmental agency or court, foreign or domestic, having jurisdiction over the CONSULTANT or any of its properties or business other than any violation which individually or in the aggregate would not have a material adverse effect on the CONSULTANT's business, properties or operations. 8.11 CONDUCT OF BUSINESS: The CONSULTANT has all necessary authorizations, approvals, orders, licenses, certificates and permits (collectively, the "Approvals") of and from all governmental regulatory officials and bodies, to own or lease its properties and conduct its business and the CONSULTANT has been doing business in compliance with all such material Approvals, and all Federal, state and local laws rules and regulations, other than any such Approvals, laws, rules and regulations, the failure to comply with which would not have material adverse effect on the CONSULTANT, its business, properties or operations. All licenses and findings of suitability required to be obtained by any affiliate of the CONSULTANT have been obtained and are in full force and effect. 8.l2 HOLD HARMLESS: The CONSULTANT agrees to indemnify and otherwise hold CLIENT, its directors, employees, agents and controlling persons harmless from and against any and all 6

losses, claims, damages. liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by or resulting out of CLIENT acting for the CONSULTANT pursuant to this Agreement; providing that said loss, claim, damage, liability or expense is found to have not resulted primarily from CLIENT's gross negligence or bad faith in performing the services described above. 8.l3 HOLD HARMLESS: The CONSULTANT agrees to indemnify and hold CLIENT, its directors, employees, agents and controlling persons harmless from and against any an all losses, claims, damages, liabilities

losses, claims, damages. liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by or resulting out of CLIENT acting for the CONSULTANT pursuant to this Agreement; providing that said loss, claim, damage, liability or expense is found to have not resulted primarily from CLIENT's gross negligence or bad faith in performing the services described above. 8.l3 HOLD HARMLESS: The CONSULTANT agrees to indemnify and hold CLIENT, its directors, employees, agents and controlling persons harmless from and against any an all losses, claims, damages, liabilities and expenses joint and several (including all reasonable fees of counsel, whether or not resulting in liability), caused by any material adverse changes in CONSULTANT not known to CLIENT at the time of the execution of this Agreement. 9. If a transaction is completed pursuant to this Agreement, CONSULTANT, at its own expense and with the CLIENT's approval (which approval shall not be unreasonably withheld or delayed) is entitled to place an announcement in such newspapers and periodicals as it may choose stating that CONSULTANT has acted as the consultant / public relations agent for the CLIENT in such transaction. 10. CONSULTANT understands and the CLIENT agrees that no individuals have acted as finders. 11. CLIENT AND CONSULTANT agree that no other privileges or benefits shall inure to the benefit of CONSULTANT other than the remuneration provided for under Section 5 above. 12. In the event a transaction occurs during the pendency of this Agreement and the CLIENT is not the surviving entity in such a transaction as a merger or acquisition or otherwise, or in the event that all or substantially all of the CLIENT's assets has been sold during such period, the CLIENT agrees to cause the acquirer or acquirers to assume and honor the obligations and liabilities of the CLIENT hereunder. 13. This Agreement shall be construed in accordance with the laws of the State of California. 14. This Agreement represents the entire understanding between the parties, and shall supersede all prior discussions. All and negotiations are deemed merged into the Agreement and no parole evidence shall be allowed to contradict it. 15. All Notices to either party shall be in writing and delivered via US Mail to the following persons and addresses:
CLIENT -----GO CALL, INC. MICHAEL RUGE, CEO 15 QUEEN STREET EAST CAMBRIDGE, ONTARIO, CANADA 90068 CONSULTANT ---------MICHAEL AVATAR AND/OR HIS NOMINEE 29500 HEATHERCLIFF RD #189 MALIBU CA 90265

16. This Agreement can be executed in counterparts which separately and/or collectively result in a validly executed agreement. 7

CONSULTANT AGREEMENT SIGNATURE PAGE THIS CONSULTANT SERVICE AGREEMENT HAS BEEN EXECUTED THIS FIRST DAY OF SEPTEMBER, 1999.
CLIENT: CONSULTANT

CONSULTANT AGREEMENT SIGNATURE PAGE THIS CONSULTANT SERVICE AGREEMENT HAS BEEN EXECUTED THIS FIRST DAY OF SEPTEMBER, 1999.
CLIENT: CONSULTANT

/s/ Michael Ruge --------------------------GO CALL, INC. BY: Michael Ruge, CEO

/s/ Michael Avatar --------------------------MICHAEL AVATAR AND/OR HIS NOMINEE

8

INTERNET ACCOUNTS FOR SALE ASSET PURCHASE CONTRACT AND RECEIPT PATHFINDER PROPERTY CORPORATION and it's registered operating division "SMOKESIGNAL", a duly incorporated and registered Ontario, Canada corporation (herein referred to as "Buyer"), hereby offers and agrees to purchase upon the terms and conditions hereinafter set forth from the "Seller", GO CALL CANADA INC., a duly incorporated and registered Ontario, Canada corporation (herein referred together as the "Seller"); - All the Business Internet Accounts as identified and set-out on Schedule "A", attached hereto, together with all accounts receivable funds generated from said Accounts as of November 1, 1999; AND - All goodwill, general intangibles, rights, all benefits and gross income amount associated to those Accounts for the timely transfer to the Buyer from the Seller. NOW THEREFORE, for the consideration of the initial purchase sum of $7,000.00, heretofore received and paid upon closing, and for the receipt of a Demand Secured Promissory Note, as described, in the amount of $3,000.00, and attached hereto as Schedule "B", it is mutually agreed that the purchase price shall be for the total sum of $10,000.00 and payable as follows: $ 7,000.00 by earnest money deposit received herewith in the form of a cheque payable from the corporate account of the Buyer and tendered herewith; $ 3,000.00 as an additional deposit, upon acceptance of the offer by Seller, to be received in the form of an executed Demand Secured Promissory Note upon the signing of this agreement. $ 10,000.00 TOTAL PURCHASE PRICE IT IS HEREBY AGREED THAT: 1. ACCEPTANCE: Buyer offers and Seller accepts this agreement. 2. CLOSING DATE: The undersigned hereby agree to execute any and all documents necessary to close this transaction. The Closing Date for this sale shall be on October 29, 1999. 3. TIME: Time is of the essence.

2

INTERNET ACCOUNTS FOR SALE ASSET PURCHASE CONTRACT AND RECEIPT PATHFINDER PROPERTY CORPORATION and it's registered operating division "SMOKESIGNAL", a duly incorporated and registered Ontario, Canada corporation (herein referred to as "Buyer"), hereby offers and agrees to purchase upon the terms and conditions hereinafter set forth from the "Seller", GO CALL CANADA INC., a duly incorporated and registered Ontario, Canada corporation (herein referred together as the "Seller"); - All the Business Internet Accounts as identified and set-out on Schedule "A", attached hereto, together with all accounts receivable funds generated from said Accounts as of November 1, 1999; AND - All goodwill, general intangibles, rights, all benefits and gross income amount associated to those Accounts for the timely transfer to the Buyer from the Seller. NOW THEREFORE, for the consideration of the initial purchase sum of $7,000.00, heretofore received and paid upon closing, and for the receipt of a Demand Secured Promissory Note, as described, in the amount of $3,000.00, and attached hereto as Schedule "B", it is mutually agreed that the purchase price shall be for the total sum of $10,000.00 and payable as follows: $ 7,000.00 by earnest money deposit received herewith in the form of a cheque payable from the corporate account of the Buyer and tendered herewith; $ 3,000.00 as an additional deposit, upon acceptance of the offer by Seller, to be received in the form of an executed Demand Secured Promissory Note upon the signing of this agreement. $ 10,000.00 TOTAL PURCHASE PRICE IT IS HEREBY AGREED THAT: 1. ACCEPTANCE: Buyer offers and Seller accepts this agreement. 2. CLOSING DATE: The undersigned hereby agree to execute any and all documents necessary to close this transaction. The Closing Date for this sale shall be on October 29, 1999. 3. TIME: Time is of the essence.

2 4. AUTHORITY: The undersigned have the full authority to enter into this Contract and to conclude the transaction described herein. No agreement to which either Buyer or Seller is a party prevents either party from concluding this transaction, nor is the consent of any third party required. Each party is authorized to bind their respective corporations. 5. WARRANTY: Seller warrants that all Business Internet Accounts, as set-out in Schedule "A", are true accounts and generate gross income as described, and that Buyer shall receive possession of the Business Internet Accounts free and clear of any encumbrances. The Seller will transfer all. 6. INDEMNIFICATION AND RIGHT OF SET-OFF: Seller indemnifies Buyer and shall hold Buyer harmless from all debts, claims, actions, losses, damages and attorney's fees, existing or that may arise from or be related to Seller's past operation and ownership of the Business Internet Accounts. 7. SECURITY AGREEMENT: At the time of Closing, Buyer shall execute, in favor of the Seller, a Promissory Note secured by the buyer setting up a trust Bank account with dual signing authority for the parties of this agreement. Said Bank account shall hold a deposit amount of $3,000.00 paid into it by the Buyer. No amounts

2 4. AUTHORITY: The undersigned have the full authority to enter into this Contract and to conclude the transaction described herein. No agreement to which either Buyer or Seller is a party prevents either party from concluding this transaction, nor is the consent of any third party required. Each party is authorized to bind their respective corporations. 5. WARRANTY: Seller warrants that all Business Internet Accounts, as set-out in Schedule "A", are true accounts and generate gross income as described, and that Buyer shall receive possession of the Business Internet Accounts free and clear of any encumbrances. The Seller will transfer all. 6. INDEMNIFICATION AND RIGHT OF SET-OFF: Seller indemnifies Buyer and shall hold Buyer harmless from all debts, claims, actions, losses, damages and attorney's fees, existing or that may arise from or be related to Seller's past operation and ownership of the Business Internet Accounts. 7. SECURITY AGREEMENT: At the time of Closing, Buyer shall execute, in favor of the Seller, a Promissory Note secured by the buyer setting up a trust Bank account with dual signing authority for the parties of this agreement. Said Bank account shall hold a deposit amount of $3,000.00 paid into it by the Buyer. No amounts within the account can be withdrawn without the dual signatures on the cheque. Upon a transfer of all purchased accounts from the Seller to the Buyer's system, the $3000.00 will be payable to the Seller and the Promissory Note shall be satisfied in full. The Note shall bear no interest. The Seller agrees to offset any amount against the $3,000.00 payable under the Promissory Note if the account is deemed by the Buyer to be un-collectable or the account is not transferred to the Buyer. The amount to be offset shall equal no more than 2 months of gross income per account and as described on Schedule "A". The Buyer will undertake to complete the transfer of the accounts to it's Internet system by December 1, 1999. Any extension of this deadline shall be mutually agreed upon. The objective, however, is to complete a successful transfer with the full co-operation of each party. Upon the successful transfer of the accounts and payment of the Promissory Note, the Seller shall be removed as a signing authority on the trust Bank account. 8. BILL OF SALE: This agreement shall represent an Absolute Bill of Sale as per the Account List attached hereto as per SCHEDULE "A" and by reference incorporated herein, for which Seller warrants that it has good and marketable title, free and clear of all liens and encumbrances, except any liens or encumbrances disclosed herein. 9. BUSINESS RECORDS: At the Closing of this sale, Seller shall deliver to Buyer copies of all customer accounts and complete records, and any other documents pertinent to the operation of the Internet Business which Seller has in it's possession. Such records shall include copies of those documents necessary to conduct business and to collect account revenue from the pre-authorized PAP system and the pre-authorized credit card system. The Seller shall deliver to the Buyer a cheque in the amount of $901.80 which represents the November 1/99 PAP amount collected by the Seller. The Seller shall irrevocably direct it's PAP account Bank to re-direct all future customer payments to the Buyer's PAP account.

3 10. FINANCIAL INFORMATION: Seller warrants that the financial information supplied to Buyer by Seller is true and correct and is a fair and accurate presentation of the financial condition and results of operation of the Business Internet Accounts. 11. BUSINESS TRADE NAME: Seller hereby agrees to let the Business Internet Account customers use their e mail name presently assigned to them during the month of November, 1999 and during any time prior to the completion and transfer of the account to the Buyer's system. 12. GOVERNING LAW: This Contract shall be governed by the laws of the Province of Ontario, Canada. 13. SURVIVABILITY OF CONTRACT: The parties hereto acknowledge that this contract shall survive the Closing of this transaction as to the terms and conditions herein. 14. BINDING EFFECT: This contract shall bind and inure to the benefit of the successors, assigns, personal

3 10. FINANCIAL INFORMATION: Seller warrants that the financial information supplied to Buyer by Seller is true and correct and is a fair and accurate presentation of the financial condition and results of operation of the Business Internet Accounts. 11. BUSINESS TRADE NAME: Seller hereby agrees to let the Business Internet Account customers use their e mail name presently assigned to them during the month of November, 1999 and during any time prior to the completion and transfer of the account to the Buyer's system. 12. GOVERNING LAW: This Contract shall be governed by the laws of the Province of Ontario, Canada. 13. SURVIVABILITY OF CONTRACT: The parties hereto acknowledge that this contract shall survive the Closing of this transaction as to the terms and conditions herein. 14. BINDING EFFECT: This contract shall bind and inure to the benefit of the successors, assigns, personal representatives, heirs and legatees of the parties hereto. The parties hereto acknowledge that this contract, including all covenants, representations, warranties and agreements, shall survive the Closing of this transaction. DATED and RECEIVED THIS 29th day of October, 1999. Pathfinder Property Corporation and it's division SmokeSignal
Per: /s/ Ronald Mason ------------------------Ronald Mason, President I have authority to bind the corporation and it's operating division.

SELLER'S ACCEPTANCE I (or) we accept the foregoing offer and agree to sell the above-described business Internet Account Assets on the terms and conditions of the foregoing contract. Seller acknowledges receipt of a true copy of this document. DATED and ACCEPTED on this 29th day of October, 1999. Go Call Canada Inc.
Per: /s/ Susan Knight ------------------------Susan Knight I have authority to bind the corporations

Attachments: Schedule "A" List of Business Internet Accounts Schedule "B" Promissory Note

AGREEMENT AGREEMENT made as of the 21st day of November, 1999 by and between GO CALL, INC., a Delaware corporation with offices at 15 Queen Street East, Cambridge, ON N3C2A7 (GO) and Melissa Blake, residing at 741 North Vista Street, Los Angeles, California ("Consultant") In consideration of their mutual covenants and undertakings hereunder, the parties agree as follows: 1. CONSULTING. GO hereby contracts with Consultant and Consultant hereby contracts with GO, subject to the terms and conditions of this agreement. 2. TERM. This agreement shall be on a month to month basis. 3. DUTIES. Consultant shall perform the duties of the controller of GO, and shall perform the typical duties of a

AGREEMENT AGREEMENT made as of the 21st day of November, 1999 by and between GO CALL, INC., a Delaware corporation with offices at 15 Queen Street East, Cambridge, ON N3C2A7 (GO) and Melissa Blake, residing at 741 North Vista Street, Los Angeles, California ("Consultant") In consideration of their mutual covenants and undertakings hereunder, the parties agree as follows: 1. CONSULTING. GO hereby contracts with Consultant and Consultant hereby contracts with GO, subject to the terms and conditions of this agreement. 2. TERM. This agreement shall be on a month to month basis. 3. DUTIES. Consultant shall perform the duties of the controller of GO, and shall perform the typical duties of a controller during the term hereof. Consultant shall devote substantially all of her business time and energy to the affairs of the Employer and shall at all times use her best efforts to further the interests of GO. Consultant shall perform her duties in Los Angeles, California, except for a reasonable number of business trips in connection with the performance of her duties. 4. STOCK. Consultant shall accrue 5,000 shares 144 restricted common stock of GO per month. This stock will be accrued for each month that runs from the 22nd of a month through the 21st of the following month. How and when this stock is issued will be addressed in an addendum to this agreement. 5. COMPENSATION. During the term of this agreement, Consultant shall receive $5,000 per month, with each month running from the 22nd of a month through the 21st of the following month. Her compensation shall be subject to review at 90-day intervals over the term of this agreement. 6. TERMINATION PROVISIONS. In the event that Consultant or GO exercises its right of termination, two weeks notice is required by either party. If termination occurs mid month, the proportional amount of stock and earnings are due. 7. HOLIDAYS. Holidays are paid. These holidays will include, but are not limited to Thanksgiving weekend, Christmas, New Years, Memorial Day, Fourth of July, Labor Day. 8. CONFIDENTIALITY. During the term of this contract, Consultant will be exposed to information regarding GO's technology and business strategy which is highly confidential, and the dissemination of such confidential information would be extremely detrimental to the interests of GO. Accordingly, Consultant covenants and agrees, that, except as required in the performance of her duties, not to reveal to anyone outside of GO's officers and directors any information regarding GO's financial condition, its technology or its business strategy, either during the term of her contract, or thereafter, for a period of five years following the term hereof.

9. ENTIRE AGREEMENT. This agreement of even date, represents the entire agreement of the parties with respect to its subject matter. Neither party has made any representations, warranties or agreements with the other, except as set forth herein. 10. NOTICES. All notices hereunder shall be sent be facsimile or e-mail to the parties at their addresses indicated below: To GO: facsimile: 000-00-0000; e-mail:susan@goca.com. To Melissa Blake: facsimile: 323658-6112; e-mail: pmichkin@ earthlink.net. Either party, by like notice similarly sent, may specify a new notice address for such party. 11. MISCELLANEOUS. This agreement may not be modified except in a writing signed by both parties. This agreement is binding upon the parties and their heirs, successors and assigns; provided that the parties may not assign this agreement without mutual written consent, except that contractor may assign this agreement to her wholly-owned personal service corporation, provided that such corporation furnishes the personal services of contractor as contemplated hereby. 12. EXPENSES. Consultant shall be reimbursed for out-of-pocket expenses such as long-distance telephone calls, overnight delivery services, duplicating services, etc. incurred by her on behalf of GO, provided that she shall obtain prior written approval for any item over $500. IN WITNESS WHEREOF, the parties have executed this agreement as of the date first above written. Go Call, Inc.
/S/ Michael Ruge

9. ENTIRE AGREEMENT. This agreement of even date, represents the entire agreement of the parties with respect to its subject matter. Neither party has made any representations, warranties or agreements with the other, except as set forth herein. 10. NOTICES. All notices hereunder shall be sent be facsimile or e-mail to the parties at their addresses indicated below: To GO: facsimile: 000-00-0000; e-mail:susan@goca.com. To Melissa Blake: facsimile: 323658-6112; e-mail: pmichkin@ earthlink.net. Either party, by like notice similarly sent, may specify a new notice address for such party. 11. MISCELLANEOUS. This agreement may not be modified except in a writing signed by both parties. This agreement is binding upon the parties and their heirs, successors and assigns; provided that the parties may not assign this agreement without mutual written consent, except that contractor may assign this agreement to her wholly-owned personal service corporation, provided that such corporation furnishes the personal services of contractor as contemplated hereby. 12. EXPENSES. Consultant shall be reimbursed for out-of-pocket expenses such as long-distance telephone calls, overnight delivery services, duplicating services, etc. incurred by her on behalf of GO, provided that she shall obtain prior written approval for any item over $500. IN WITNESS WHEREOF, the parties have executed this agreement as of the date first above written. Go Call, Inc.
/S/ Michael Ruge -----------------------BY: Michael Ruge, CEO of Go Call, Inc.

/S/ Melissa Blake ----------------------------By: MELISSA BLAKE

Page 1 of 2 AGREEMENT OF PURCHASE AND SALE Between GoCall Inc., a delaware Corporation (hereinafter referred to as "seller") And Ontario, Inc. (hereinafter referred to as "purchaser") Whereas seller has assets (see schedule "A") located at 1 Queen St. and 10 King St. East Kitchener, Ontario, Canada, and part of an operation known as "Go Internet Cafe". Whereas the seller has agreed to sell all their assets, goodwill, and interest in his leases of "Go Internet Cafe" to the purchaser for $40,000 Cdn. Funds. Whereas the purchaser has agreed to purchase the assets from the seller for $40,000 subject to certain terms and conditions. Terms & Conditions; 1. All assets to be sold pursuant to the "Bulk Sales Act". 2. Purchase Price to be $40,000. Appropriation of costs to be Goodwill $35,000 Inventory $5,000; equipment per attached. 3. Terms of Payment: $25,000 down $15,000 payable by Dec 31/99 An additional bonus of $10,000 will be

Page 1 of 2 AGREEMENT OF PURCHASE AND SALE Between GoCall Inc., a delaware Corporation (hereinafter referred to as "seller") And Ontario, Inc. (hereinafter referred to as "purchaser") Whereas seller has assets (see schedule "A") located at 1 Queen St. and 10 King St. East Kitchener, Ontario, Canada, and part of an operation known as "Go Internet Cafe". Whereas the seller has agreed to sell all their assets, goodwill, and interest in his leases of "Go Internet Cafe" to the purchaser for $40,000 Cdn. Funds. Whereas the purchaser has agreed to purchase the assets from the seller for $40,000 subject to certain terms and conditions. Terms & Conditions; 1. All assets to be sold pursuant to the "Bulk Sales Act". 2. Purchase Price to be $40,000. Appropriation of costs to be Goodwill $35,000 Inventory $5,000; equipment per attached. 3. Terms of Payment: $25,000 down $15,000 payable by Dec 31/99 An additional bonus of $10,000 will be due the seller in the event payment is not rec'd by Dec 3 1/99 with interest accruing @ a rate of 2%/month on any unpaid balance. 4. All chattels to be included are listed as per Schedule "A" 5. It is acknowledged by the purchaser that the water softener and the Coca Cola cooler are leased and they will assume such leases. 6. Seller will assign all rights and outstanding legal claims for interest in their lease at 1 Queen St./10 King St. Kitchener.

Page 2 of 2 The parties hereby agree to the aforementioned terms and conditions this 27th day of November, 1999.
/s/ signature ------------------------Purchaser /s/ signature ------------------------Seller

SCHEDULE "A" Tosiba 32" TV Sony 20" TV 17 Computers printer cash register telephone system refridgerators freezers stereo system

Page 2 of 2 The parties hereby agree to the aforementioned terms and conditions this 27th day of November, 1999.
/s/ signature ------------------------Purchaser /s/ signature ------------------------Seller

SCHEDULE "A" Tosiba 32" TV Sony 20" TV 17 Computers printer cash register telephone system refridgerators freezers stereo system satellite tv system 9 tables 40 chairs 3 couches dishwasher microwave all kitchen supplies expresso machine washer/dryer office supplies Liquor/wine/beer inventory Filing cabinet desk

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS This Agreement for Purchase and Sale of Real Property ("Agreement") is entered into this 14th day of December 1999 by and between Go Call Inc., a Delaware corporation ("Seller") and Sevada Holdings, Ltd. IV, a California limited partnership ("Buyer") at Los Angeles, California. RECITALS A. Seller is the owner of the real property commonly know as Margarita Villas and as more fully described in Exhibit "A" attached hereto and incorporated herein by this reference. The Property is a 21 room hotel in Sosua, Dominican Republic. B. The legal descriptions of the real property described in Exhibit "A" is set forth in Exhibit "B" attached hereto and incorporated herein by this reference. C. Buyer desires to purchase the property hereinabove described ("Property") from Seller and Seller desires to sell its Property described hereinabove to Buyer pursuant to the terms and conditions set forth herein. Now, therefore, in consideration of the mutual covenants and conditions as set forth herein, the parties agree as follows: 1. PURCHASE PRICE. Seller agrees to sell and Buyer agrees to purchase all of Seller's right, title and interest in

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS This Agreement for Purchase and Sale of Real Property ("Agreement") is entered into this 14th day of December 1999 by and between Go Call Inc., a Delaware corporation ("Seller") and Sevada Holdings, Ltd. IV, a California limited partnership ("Buyer") at Los Angeles, California. RECITALS A. Seller is the owner of the real property commonly know as Margarita Villas and as more fully described in Exhibit "A" attached hereto and incorporated herein by this reference. The Property is a 21 room hotel in Sosua, Dominican Republic. B. The legal descriptions of the real property described in Exhibit "A" is set forth in Exhibit "B" attached hereto and incorporated herein by this reference. C. Buyer desires to purchase the property hereinabove described ("Property") from Seller and Seller desires to sell its Property described hereinabove to Buyer pursuant to the terms and conditions set forth herein. Now, therefore, in consideration of the mutual covenants and conditions as set forth herein, the parties agree as follows: 1. PURCHASE PRICE. Seller agrees to sell and Buyer agrees to purchase all of Seller's right, title and interest in and to the Property for an aggregate purchase price of Two Million Dollars ($2,000,000.00). The purchase price is payable in the form of an 80% limited partnership interest in Buyer as described in Exhibit C hereto. 2. PROPERTY DEFINED. The term "Property" shall include all easements and appurtenances thereto and improvements situated thereon; any and all fixtures, furniture, equipment, appliances, tools, building materials, supplies, and other tangible and intangible property and property rights owned by Seller and located on the Property or relating to the operation of the improvements thereon; all of the right, title and interest of Seller in and to any and all leases and other agreements with respect to the occupancy of any of the Property together with all rights, title and interest in and to any deposits, prepaid rentals, cleaning deposits and other such deposits or prepaid amounts with respect thereto; all of Seller's right, title and interest in and to any and all contracts and agreements with respect to the management, leasing, service or maintenance of the Property, in whole or in part. or the equipment located thereon; and all of Seller's right, title and interest in and to any and all warranties, guarantees, permits and licenses relating to the Property in whole or in part. 1

3. PAYMENT OF CONSIDERATION. Buyer agrees to pay Seller the purchase price in the form of an 80% interest in Buyer. Seller's said 80% ownership shall entitle Seller to approve or disapprove the sale of the Property by the partnership. Any expenditures in excess of $1,000 shall be approved in advance by the limited partners. 4. TITLE. Seller and Buyer agree to close escrow without title insurance policies. Seller hereby represents that Seller has good and marketable title to the Property and the Property is totally without liens or encumbrances. Any monetary liens or encumbrances shall be the obligation of Seller ("Seller's Obligations"). All deeds and any other documents reflecting title to and ownership of the property shall be held by Bruce Altschuld Esq. As Trustee for both Buyer and Seller. 5. SELLER'S WARRANTIES AND REPRESENTATIONS. Seller hereby makes the following warranties and representations upon which Buyer is relying upon entering into this Agreement: 5.1 Seller is the owner of the Property. 5.2 To the best of Seller's knowledge, there is no litigation, action, suit, proceeding, investigation, citation or violation pending or threatened against Seller affecting the Property or against the Property.

3. PAYMENT OF CONSIDERATION. Buyer agrees to pay Seller the purchase price in the form of an 80% interest in Buyer. Seller's said 80% ownership shall entitle Seller to approve or disapprove the sale of the Property by the partnership. Any expenditures in excess of $1,000 shall be approved in advance by the limited partners. 4. TITLE. Seller and Buyer agree to close escrow without title insurance policies. Seller hereby represents that Seller has good and marketable title to the Property and the Property is totally without liens or encumbrances. Any monetary liens or encumbrances shall be the obligation of Seller ("Seller's Obligations"). All deeds and any other documents reflecting title to and ownership of the property shall be held by Bruce Altschuld Esq. As Trustee for both Buyer and Seller. 5. SELLER'S WARRANTIES AND REPRESENTATIONS. Seller hereby makes the following warranties and representations upon which Buyer is relying upon entering into this Agreement: 5.1 Seller is the owner of the Property. 5.2 To the best of Seller's knowledge, there is no litigation, action, suit, proceeding, investigation, citation or violation pending or threatened against Seller affecting the Property or against the Property. 5.3 To the best of Seller's knowledge, there are no liens, encumbrances or claims against the Property being purchased hereunder or Seller's ownership thereof other than those liens, encumbrances and/or claims of record set forth in the preliminary title report or trustee's sale guarantees referred to above, or as expressly disclosed herein, and, in the case of existing first trust deeds, the notes secured thereby are current. 5.4 All personal property being transferred to Buyer hereunder shall be transferred free and clear of any claims, liens and encumbrances, and Seller has the full right to so convey all such personal property. 5.5 To the best of Seller's knowledge, there are no pending or contemplated condemnation actions or special assessments against the Property or any part thereof 5.6 The service contracts to be delivered by Seller to Buyer hereunder shall be full and complete evidence of all contracts in existence which affect the Properties being purchased hereunder and shall be set forth all terms and conditions of any obligations of the landlord or owner of the Property to the persons or entities who are parties to such contracts; and Seller has the full right and title to assign each such service contract and no defaults exist with respect hereto. 2

5.7 The records to be made available by Seller to Buyer as provided above shall be full and complete records and represent all financial operations and records with respect to the Property and operation thereof, and shall be full and complete as of the dates thereof; and there does not exist any event or condition, whether or not arising after the date of said records, which would make any of the information contained in such books and records misleading or inaccurate with respect to the operation of the Property. 5.8 Seller shall maintain the Property being purchased hereunder in good condition and state of repair through the date of the sale of the Property by Buyer; and Seller shall further perform all of its obligations under all leases, service contracts and any other agreement affecting the Property being purchased hereunder through the closing date hereof. 6. CLOSING 6.1 The parties hereby agree to retain Bruce Altschuld Esq. as Trustee, at 16255 Ventura Blvd. Encino, Ca. 91436-2363. 6.2 The parties agree to execute any and all documents necessary to effect the closing which documents shall be attached to and made an exhibit this Agreement and the terms and conditions thereof shall be incorporated herein by this reference. If there are any inconsistencies between this Agreement and said documents the terms and

5.7 The records to be made available by Seller to Buyer as provided above shall be full and complete records and represent all financial operations and records with respect to the Property and operation thereof, and shall be full and complete as of the dates thereof; and there does not exist any event or condition, whether or not arising after the date of said records, which would make any of the information contained in such books and records misleading or inaccurate with respect to the operation of the Property. 5.8 Seller shall maintain the Property being purchased hereunder in good condition and state of repair through the date of the sale of the Property by Buyer; and Seller shall further perform all of its obligations under all leases, service contracts and any other agreement affecting the Property being purchased hereunder through the closing date hereof. 6. CLOSING 6.1 The parties hereby agree to retain Bruce Altschuld Esq. as Trustee, at 16255 Ventura Blvd. Encino, Ca. 91436-2363. 6.2 The parties agree to execute any and all documents necessary to effect the closing which documents shall be attached to and made an exhibit this Agreement and the terms and conditions thereof shall be incorporated herein by this reference. If there are any inconsistencies between this Agreement and said documents the terms and conditions of this Agreement shall prevail unless otherwise agreed to by the parties in writing. 6.3 Time is expressly made the essence of this Agreement and each and every provision hereof of which time of performance is a factor. 6.4 The transaction described hereinabove shall be closed on or before December 30, 1999. 6.5 All real estate taxes and assessments, personal property taxes, casualty and other insurance (which coverage will be retained and maintained by Buyer) service contract payments, rents and other periodic payments under any leases or with respect to leases being transferred hereunder, utility charges and other periodic income and charges attributable to the operation of the Property shall not be prorated. Buyer and Seller agree that any and all expenses incurred and accrued prior to the close of escrow shall be Seller's responsibility and the parties will attempt to ascertain the amount of those expenses as soon as practicable after the close of escrow. 3

6.6 Possession of the Property shall be delivered to Buyer at the close of escrow but Seller will continue to fund any negative cash flow until the Property is resold by the partnership, but no longer than March 1, 2000 at which time Buyer shall become responsible for the expenses of the Property not to exceed $5,000 in any month. All expenses accrued at and prior to March 1, 2000 shall to the sole responsibility of the Seller. 6.7 Trustee is hereby instructed not to transfer title outside of the partnership without the prior written approval of the limited partners. 7. RELATIONSHIP BETWEEN PARTIES. Nothing contained in this Agreement shall be construed to create the relationship of principal and agent, partnership, joint venture or any other relationship between the parties hereto other than the relationship of Seller and Buyer. 8. SECTION HEADINGS. The section headings to each section are inserted only as a matter of convenience and reference and in no way define, limit or describe the scope or intent of this Agreement, nor do they in any way affect this Agreement. 9. INTERPRETATION. The language in all parts of this Agreement shall be construed under the laws of the State of California according to its normal and usual meaning and not strictly for or against either Buyer or Seller. 10. ENTIRE AGREEMENT. This Agreement contains all agreements of the parties hereto with respect to matters contained herein, and no prior agreements or understandings written or oral, pertaining to any such matters may be effective for any purpose. No other agreement, statement or promise by any other party,

6.6 Possession of the Property shall be delivered to Buyer at the close of escrow but Seller will continue to fund any negative cash flow until the Property is resold by the partnership, but no longer than March 1, 2000 at which time Buyer shall become responsible for the expenses of the Property not to exceed $5,000 in any month. All expenses accrued at and prior to March 1, 2000 shall to the sole responsibility of the Seller. 6.7 Trustee is hereby instructed not to transfer title outside of the partnership without the prior written approval of the limited partners. 7. RELATIONSHIP BETWEEN PARTIES. Nothing contained in this Agreement shall be construed to create the relationship of principal and agent, partnership, joint venture or any other relationship between the parties hereto other than the relationship of Seller and Buyer. 8. SECTION HEADINGS. The section headings to each section are inserted only as a matter of convenience and reference and in no way define, limit or describe the scope or intent of this Agreement, nor do they in any way affect this Agreement. 9. INTERPRETATION. The language in all parts of this Agreement shall be construed under the laws of the State of California according to its normal and usual meaning and not strictly for or against either Buyer or Seller. 10. ENTIRE AGREEMENT. This Agreement contains all agreements of the parties hereto with respect to matters contained herein, and no prior agreements or understandings written or oral, pertaining to any such matters may be effective for any purpose. No other agreement, statement or promise by any other party, employee, officer or agent of any party or to any employee, officer or agent of any party that is not in writing signed by all the parties shall be binding. Any agreement thereafter made shall be ineffective to change, modify, waive or discharge this Agreement or any part thereof, in whole or in part, unless such agreement is in writing and signed by the party against whom enforcement of the change, modification, waiver or discharge is sought. 11. SUCCESSORS IN INTEREST. The terms, covenants and conditions of this Agreement shall be binding upon and shall inure to the benefit of the heirs, executors, administrators and assigns of the respective parties hereto. 12. NOTICES. Any notices, requests, demands, offers, claims or other communications required or permitted under this Agreement shall be in writing and shall not be effective for any purpose unless the same shall be given or served by hand delivery evidenced by a written acknowledgment of receipt thereof, or by mailing the same to the party to whom such notice, request, demand, offer, claim or communications is directed, by registered or certified mail, postage prepaid, return receipt requested, to the parties at the following addresses:
SELLER: GO CALL INC. Attn: Michael Ruge 4

BUYER:

SEVADA HOLDINGS, LTD IV 1925 Century Park East, Suite 1150 Los Angeles, CA 90067 Attn: Kurt Von Hofmann

Or such other addresses as the parties may from time to time direct. The address to which any such communications shall be sent may be changed from time to time by notice sent in the same manner as set forth above. All notices shall be deemed delivered two days after the date deposited into the United States mail or when personally delivered. 13. ATTORNEY'S FEES. If any actions or proceedings are instituted by any party to enforce any of the provisions of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover reasonable attorney's fees incurred in connection therewith. 14. EXECUTION OF DOCUMENTS. Each of the parties hereto shall sign any and all documents necessary to

BUYER:

SEVADA HOLDINGS, LTD IV 1925 Century Park East, Suite 1150 Los Angeles, CA 90067 Attn: Kurt Von Hofmann

Or such other addresses as the parties may from time to time direct. The address to which any such communications shall be sent may be changed from time to time by notice sent in the same manner as set forth above. All notices shall be deemed delivered two days after the date deposited into the United States mail or when personally delivered. 13. ATTORNEY'S FEES. If any actions or proceedings are instituted by any party to enforce any of the provisions of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover reasonable attorney's fees incurred in connection therewith. 14. EXECUTION OF DOCUMENTS. Each of the parties hereto shall sign any and all documents necessary to carry out the purpose of this Agreement. In witness whereof, the parties hereto have executed this Agreement the day and year first written above.
SELLER: BUYER:

GO CALL INC. A Delaware Corporation

SEVADA HOLDINGS, LTD. IV A California Limited Partnership By Itasca Holdings, its general partner By: /S/ Kurt Von Hoffmann -------------------------------Kurt Von Hofmann, President

By: /S/ Michael Ruge --------------------------------Michael Ruge, CEO

5

AGREEMENT BETWEEN GO CASH INC ( THE COMPANY) (Oficentro Ejecutivo La Sabana, Torre 6 Piso 2 San Jose, Costa Rica) AND SID DIAMOND (THE CONSULTANT) Sid Diamond agrees to act as an advisor to Go Cash Inc. to assist with its gaming division under the following terms and conditions: Terms: This agreement shall be in effect for an initial three month trial period starting at the date of signing. Both the Company and the Consultant will evaluate the status of the relationship at the end of this time period to determine whether this agreement should be renewed for an additional 2 years. Specifically, both parties will assess the Consultants ability to generate revenue for the Company. This agreement will continue to be in effect unless both parties notify each other in writing with their decision to terminate this agreement. Compensation: 1. The Company will pay the Consultant $5,000 US for each of the first three months which make up the "Trial Period" 2. The Company will provide the Consultant with 3,000 shares of Go Call Inc. "144 restricted" stock (to be

AGREEMENT BETWEEN GO CASH INC ( THE COMPANY) (Oficentro Ejecutivo La Sabana, Torre 6 Piso 2 San Jose, Costa Rica) AND SID DIAMOND (THE CONSULTANT) Sid Diamond agrees to act as an advisor to Go Cash Inc. to assist with its gaming division under the following terms and conditions: Terms: This agreement shall be in effect for an initial three month trial period starting at the date of signing. Both the Company and the Consultant will evaluate the status of the relationship at the end of this time period to determine whether this agreement should be renewed for an additional 2 years. Specifically, both parties will assess the Consultants ability to generate revenue for the Company. This agreement will continue to be in effect unless both parties notify each other in writing with their decision to terminate this agreement. Compensation: 1. The Company will pay the Consultant $5,000 US for each of the first three months which make up the "Trial Period" 2. The Company will provide the Consultant with 3,000 shares of Go Call Inc. "144 restricted" stock (to be valued at the average sale price of said stock during the same three months) for each of the first three months which make up the "Trial Period" 3. After the Trial Period, should the contract be continued, the Company will pay the Consultant $8,000 US plus bonuses (to be determined at a later date) for the remainder of the contract. Dated this 22 day of December, 1999.
/S/ James Hammer ------------------------Go Cash /S/ Sid Diamond -------------------------Sid Diamond

FEE AGREEMENT FOR INTRODUCTION SERVICES This FEE AGREEMENT FOR INTRODUCTION SERVICES (the "Agreement") is between The GoCall, Inc., a Delaware Corporation (the "Company") and Kipling Finance Co., a BVI Corporation (the "Introducer"). WHEREAS, the Company acknowledges that Introducer's talents and services are of a special, unique, unusual and extraordinary character and are of particular and peculiar benefit and importance to the Company; and, WHEREAS, Introducer has agreed to provide services to the Company with respect to the Company's desire to identify and acquire Internet-related businesses; and, WHEREAS, this Agreement is made to set out the compensation, conditions and guidelines that will govern the relationship between the parties. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which is expressly acknowledged by the parties hereto, the parties agree as follows: 1. The Services

FEE AGREEMENT FOR INTRODUCTION SERVICES This FEE AGREEMENT FOR INTRODUCTION SERVICES (the "Agreement") is between The GoCall, Inc., a Delaware Corporation (the "Company") and Kipling Finance Co., a BVI Corporation (the "Introducer"). WHEREAS, the Company acknowledges that Introducer's talents and services are of a special, unique, unusual and extraordinary character and are of particular and peculiar benefit and importance to the Company; and, WHEREAS, Introducer has agreed to provide services to the Company with respect to the Company's desire to identify and acquire Internet-related businesses; and, WHEREAS, this Agreement is made to set out the compensation, conditions and guidelines that will govern the relationship between the parties. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which is expressly acknowledged by the parties hereto, the parties agree as follows: 1. The Services Effective the date below, and for the term of this Agreement, Introducer will use its best efforts to search for, identify and make known to the Company, Internet-related businesses and Assets ("Opportunities") which qualify as potential acquisitions or strategic alliances by the Company. Such efforts by Introducer shall hereinafter be referred to as the "Services". 2. Term of Agreement Unless otherwise terminated as provided hereunder, the Services shall be provided to the Company from the Effective Date (as defined below) through December 23, 2000. 3. Costs and Expenses The Company understands that, in the course of Introducer's efforts to identify suitable acquisitions, strategic partners or assets for the Company to purchase, it may be necessary for Introducer to incur certain costs or expenses. The Company will reimburse Introducer for its costs or expenses actually incurred and reasonably necessary for Introducer to provide the Services to the Company, as long as Introducer's costs and expenses are reasonable and related to evaluations carried out for the Company's exclusive use. Subject to the foregoing, and the Company's prior written approval, the Company will reimburse Introducer for reasonable travel expenses including lodging and the cost of a rental car, copy and filing fees, and retrieval costs incurred in researching prospective Opportunities.
/S/

4. Payment for Services/Stock Option The Company agrees to satisfy Introducers' time and expense incurred, up to and including the first acquisition by the Company of an Opportunity introduced or arranged by Introducer (the "Initial Acquisition") by way of an Option Agreement. The Company hereby grants to Introducer the option to purchase up to Ten Million (10,000,000) shares of the Company's no par value common stock (the "Option Shares") at a price of Fifty ($0.50) Cents per share (the "Exercise Price") pursuant to the Option Agreement, a copy of which is attached hereto as Exhibit "A." The Option is transferable and will expire unless exercised on or before the second anniversary of the execution date hereof. Introducer has not been engaged to perform, nor will Introducer agree to perform any services in connection with capital raising transactions. It is mutually understood and agreed that any fees for services provided by Introducer on behalf of or which results in some benefit for the Company in connection with a capital raising transaction shall be negotiated separately from this Agreement and paid by the Company in cash.

4. Payment for Services/Stock Option The Company agrees to satisfy Introducers' time and expense incurred, up to and including the first acquisition by the Company of an Opportunity introduced or arranged by Introducer (the "Initial Acquisition") by way of an Option Agreement. The Company hereby grants to Introducer the option to purchase up to Ten Million (10,000,000) shares of the Company's no par value common stock (the "Option Shares") at a price of Fifty ($0.50) Cents per share (the "Exercise Price") pursuant to the Option Agreement, a copy of which is attached hereto as Exhibit "A." The Option is transferable and will expire unless exercised on or before the second anniversary of the execution date hereof. Introducer has not been engaged to perform, nor will Introducer agree to perform any services in connection with capital raising transactions. It is mutually understood and agreed that any fees for services provided by Introducer on behalf of or which results in some benefit for the Company in connection with a capital raising transaction shall be negotiated separately from this Agreement and paid by the Company in cash. As further consideration to Introducer, Company agrees to issue 500,000 Restricted Common Shares (Rule 144, 12 month) to Introducer. 5. Involvement of the Company The Company expects to be kept informed on the progress of Introducer's services and, in this regard, Introducer agrees to keep the Company apprised of all material developments in writing at least monthly. There may be times when Introducer will need to obtain information from the Company. All requests for access to documents, employees, or other information of the Company shall be granted without unreasonable delay. 6. Termination Either party may terminate this Agreement upon thirty (30) days notice by registered or certified mail, return receipt requested, addressed to the other party. If this Agreement is terminated by either party, the Company shall only be liable for payment of fees earned by Introducer as a result of work prior to the effective date of the termination. The thirty (30) days notice shall be measured from the date the notice is mailed. This Agreement shall terminate should Introducer fail to produce a viable target whose asset value exceeds Ten Million($10,000,000) Dollars within Six (6) months from commencement of this agreement. 7. Assignment Notwithstanding contained herein to the contrary, the rights to the shares underlying the Option, and the obligation to provide the Services set forth in this Agreement, may be assigned or transferred by Introducer to an Affiliate or subsidiary, associated or unrelated person or entity, or as the result of a corporate reorganization or recapitalization of Introducer. For the purpose of this Agreement the term "Affiliate" shall be defined as a person or enterprise that directly, or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with Introducer.
/S/

9. Counterparts A facsimile, telecopy or other reproduction of this instrument may be executed by one or more parties hereto and such executed copy may be delivered by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties agree to execute an original of this instrument as well as any facsimile, telecopy or other reproduction hereof. 10. Further Documentation

9. Counterparts A facsimile, telecopy or other reproduction of this instrument may be executed by one or more parties hereto and such executed copy may be delivered by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties agree to execute an original of this instrument as well as any facsimile, telecopy or other reproduction hereof. 10. Further Documentation Each party hereto agrees to execute such additional instruments and take such action as may be reasonably requested by the other party to effect the transaction, or otherwise to carry out the intent and purposes of this Agreement. 11. Notices All notices and other communications hereunder shall be in writing and shall be sent by prepaid first class mail to the parties at the following addresses, as amended by the parties with written notice to the other:
To Introducer: Kipling Finance Co. Unit 4, 5th Fl. Block A, Tonic Ind. Centre 26 Kai Cheung Rd., Kowloon Bay Kowloon, Hong Kong GoCall, Inc. 15 Queen St. F. Cambridge, Ontario Canada N3C 2A7 Telephone: (519) 651-2121 Facsimile: (519) 651-0457 The Hartcourt Companies, Inc. 1196 E. Willow St. Long Beach, CA 90806 Telephone: (562) 426-9796 Facsimile: (562) 426-8896

To the Company:

With copy to:

12.

Governing Law

This Agreement was negotiated, and shall be governed by the laws of California notwithstanding any conflict-oflaw provision to the contrary. 13. Entire Agreement This Agreement sets forth the entire understanding between the parties hereto and no other prior written or oral statement or agreement shall be recognized or enforced.
/S/

14. Severability If a court of competent jurisdiction determines that any clause or provision of this Agreement is invalid, illegal or unenforceable, the other clauses and provisions of the Agreement shall remain in full force and effect and the clauses and provision which are determined to be void, illegal or unenforceable shall be limited so that they shall remain in effect to the extent permissible by law. 15. Amendment or Waiver

14. Severability If a court of competent jurisdiction determines that any clause or provision of this Agreement is invalid, illegal or unenforceable, the other clauses and provisions of the Agreement shall remain in full force and effect and the clauses and provision which are determined to be void, illegal or unenforceable shall be limited so that they shall remain in effect to the extent permissible by law. 15. Amendment or Waiver Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to a closing of the Initial Acquisition, this Agreement may be amended by a writing signed by all parties hereto. 16. Headings The section and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement the latter of the dates written below. The "Company" GoCall, Inc. Dated: December 23, 1999 The "Company" GoCall, Inc. Dated December 23, 1999 By: Michael Ruge Michael Ruge, CFO "Introducer" Kipling Finance Co.
Dated December 23, 1999 By: /S/ Jansen Y.S. Wong --------------------Jansen Y.S.Wong, Chairman

INVESTMENT STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (Agreement) dated to be effective December 23, 1999 between Go Call Inc. (GO), and Madison Holdings, Inc., a Nevada Corporation (Madison). The parties acknowledge that this Agreement is irrevocable and all matters requiring additional documentation are for the benefit of Madison. RECITALS The following recitals are an integral and inseparable part of this Agreement. A. Go wishes to sell to Madison 500,000 shares of GO stock for two Notes in the amounts of $125,000 each. (Exhibit A) B. Madison wishes to acquire said shares. C. Madison will simultaneously transfer 250,000 shares immediately to liquidate certain obligation of an affiliate of Madison. (Exhibit B) Therefore, for the mutual agreement and other valuable consideration the sufficiency and receipt of which are

INVESTMENT STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (Agreement) dated to be effective December 23, 1999 between Go Call Inc. (GO), and Madison Holdings, Inc., a Nevada Corporation (Madison). The parties acknowledge that this Agreement is irrevocable and all matters requiring additional documentation are for the benefit of Madison. RECITALS The following recitals are an integral and inseparable part of this Agreement. A. Go wishes to sell to Madison 500,000 shares of GO stock for two Notes in the amounts of $125,000 each. (Exhibit A) B. Madison wishes to acquire said shares. C. Madison will simultaneously transfer 250,000 shares immediately to liquidate certain obligation of an affiliate of Madison. (Exhibit B) Therefore, for the mutual agreement and other valuable consideration the sufficiency and receipt of which are hereby acknowledged the parties agree as follows: A. Note for Common Stock. Madison hereby agrees to provide GO with two promissory notes in the amount of $125,000 in exchange for 500,000 shares of GO stock. B. Transfer of GO Stock. The parties have agreed that 250,000 shares of the GO stock have been transferred pursuant to Exhibit B. Other than the above transfer, Madison agrees not to sell, transfer or otherwise hypothecate its GO stock until and unless the Notes at Exhibit A are paid in full. C. Miscellaneous Provisions. 1. PARAGRAPH HEADINGS: The paragraph headings used herein are only for ease of reference and do not control the meaning or effect of any provisions of this Agreement. 2. JURISDICTION: This Agreement shall be governed, interpreted and enforced under the laws of the State of California. 1

3. SEVERABILITY: If any provision(s) of this Agreement shall be invalid or unenforceable as a matter of law, the other provisions hereof shall continue in full force and effect. 4. ARBITRATION: Any dispute arising from or relating to this Agreement that cannot be resolved by the parties themselves shall be submitted for binding arbitration by a panel under the auspices of the American Arbitration Association in Los Angeles, California. It is expressly agreed that punitive damages shall not be awarded to either party. The prevailing party shall be entitled to recover its attorney's fees and other costs from the other party. The outcome of any such arbitration may be entered as a final judgment in any court of competent jurisdiction. 5. CONFIDENTIALITY. The existence and contents of the Agreement shall be held in the strictest confidence by the parties until and unless approved in writing by a duly authorized officer of each party or as otherwise required by law. 6. ENTIRE AGREEMENT: Upon full execution of this Agreement, the resulting agreement shall be the one and only agreement between the parties, and may only be modified by written amendment(s) executed by duly

3. SEVERABILITY: If any provision(s) of this Agreement shall be invalid or unenforceable as a matter of law, the other provisions hereof shall continue in full force and effect. 4. ARBITRATION: Any dispute arising from or relating to this Agreement that cannot be resolved by the parties themselves shall be submitted for binding arbitration by a panel under the auspices of the American Arbitration Association in Los Angeles, California. It is expressly agreed that punitive damages shall not be awarded to either party. The prevailing party shall be entitled to recover its attorney's fees and other costs from the other party. The outcome of any such arbitration may be entered as a final judgment in any court of competent jurisdiction. 5. CONFIDENTIALITY. The existence and contents of the Agreement shall be held in the strictest confidence by the parties until and unless approved in writing by a duly authorized officer of each party or as otherwise required by law. 6. ENTIRE AGREEMENT: Upon full execution of this Agreement, the resulting agreement shall be the one and only agreement between the parties, and may only be modified by written amendment(s) executed by duly authorized officers of the parties. This Agreement supersedes any and all other agreements previously entered into by the parties concerning the subject matter containing herein. 7. ASSIGNMENT: neither party may assign this Agreement with the prior written approval of the other. 8. REVIEW BY LEGAL COUNSEL: Each party represents it has had the opportunity to consult with legal counsel of its own choosing and has consulted with said legal counsel prior to executing this Agreement.
By MADISON HOLDINGS, INC. A Nevada Corporation By: /s/ signature ------------------------President /s/ 12/23/99 ------------------------Date

GO CALL, INC.
A Delaware Corporation By: /s/ Michael Ruge ------------------------Michael Ruge Chief Executive Office /s/ 12/23/99 ------------------------Date

2

PROMISSORY NOTE $125,000.00 FOR VALUE RECEIVED, the undersigned, ACS Financial, Inc., a California Corporation ("Payor"), promises to pay to Go-Call, Inc. ("Payee") the amount of One Hundred and Twenty Five Thousand Dollars ($125,000), payable 60 months from the date hereof. This note shall bear interest at a rate of 5% per annum payable in lawfull money of the United States of America at such address as may be designated by payee, payable upon the due date of this note. This note may be prepaid at any time in whole or from time to time in part prior to its maturity without fee or penalty. Presentment for payment, notice of dishonor, protest and notice of protest are hereby waived. This note shall be

PROMISSORY NOTE $125,000.00 FOR VALUE RECEIVED, the undersigned, ACS Financial, Inc., a California Corporation ("Payor"), promises to pay to Go-Call, Inc. ("Payee") the amount of One Hundred and Twenty Five Thousand Dollars ($125,000), payable 60 months from the date hereof. This note shall bear interest at a rate of 5% per annum payable in lawfull money of the United States of America at such address as may be designated by payee, payable upon the due date of this note. This note may be prepaid at any time in whole or from time to time in part prior to its maturity without fee or penalty. Presentment for payment, notice of dishonor, protest and notice of protest are hereby waived. This note shall be governed by and construed in accordance with the laws of the state of California, and enforced therein. Effective Date: December 23, 1999 ACS Financial, Inc. a California Corporation
By: /s/ signature ------------------------President

Date: 12/23/99 -------------------------

PROMISSORY NOTE $125,000.00 FOR VALUE RECEIVED, the undersigned, Madison Holdings. Inc., a California Corporation ("Payor"), promises to pay to Go-Call, Inc. ("Payee") the amount of One Hundred and Twenty Five Thousand Dollars ($125,000), payable 60 months from the date. This note shall bear interest at a rate of 5% per annum payable in lawful money of the United States of America at such address as may be designated by payee, payable upon the due date of this note. This note may be prepaid at any time in whole or from time to time in part prior to its maturity without fee or penalty. Presentment for payment, notice of dishonor, protest and notice of protest are hereby waived. This note shall be governed by and construed in accordance with the laws of the state of California, and enforced therein. Effective Date: December 23, 1999 Madison Holdings, Inc. a Nevada Corporation
By: /s/ signature -------------------------

PROMISSORY NOTE $125,000.00 FOR VALUE RECEIVED, the undersigned, Madison Holdings. Inc., a California Corporation ("Payor"), promises to pay to Go-Call, Inc. ("Payee") the amount of One Hundred and Twenty Five Thousand Dollars ($125,000), payable 60 months from the date. This note shall bear interest at a rate of 5% per annum payable in lawful money of the United States of America at such address as may be designated by payee, payable upon the due date of this note. This note may be prepaid at any time in whole or from time to time in part prior to its maturity without fee or penalty. Presentment for payment, notice of dishonor, protest and notice of protest are hereby waived. This note shall be governed by and construed in accordance with the laws of the state of California, and enforced therein. Effective Date: December 23, 1999 Madison Holdings, Inc. a Nevada Corporation
By: /s/ signature ------------------------President

Date:

12/23/99

-------------------------

AMENDED NOTE FOR COMMON STOCK EXCHANGE AGREEMENT THIS NOTE FOR COMMON STOCK EXCHANGE AGREEMENTS is made to be effective as of 23rd day of December 1999 by and between STAR LIQUIDATION COMPANY, LLC, a California Limited Liability Corporation (SLC) and GO CALL INC., a Delaware Corporation (GO). This Agreement supersedes and replaces an agreement of a date even with The Telephone Company, LLC, a California Limited Liability Corporation which agreement has been canceled. (Exhibit A) THE PARTIES AGREE AS FOLLOWS: 1 The Exchange 1.1 Subject to the terms and conditions of this Agreement, SLC agrees at the closing to acquire the approximate six hundred fifty one thousand (651,000) shares of COUNTRY STAR RESTAURANTS INC. (STAR), owned by GO, which represents about 92% of the presently issued and outstanding shares of STAR, in exchange for a note in the amount of seven hundred and twenty-eight thousand dollars ($728,000) shown at Exhibit B. (Note). The Parties agree the shares of STAR will be contributed simultaneously to the STAR Trust. (Exhibit C) 1.2 The above exchange is based on STAR having no more than 750,000 shares of Common stock outstanding at the time of the closing as defined in paragraph 1.3 below. 1.3 The Closing shall be effective as of December 31, 1999 or at such time and place as the Parties mutually agree upon in writing (which time and place are designated as the "Closing Date"). At the Closing, SLC shall

AMENDED NOTE FOR COMMON STOCK EXCHANGE AGREEMENT THIS NOTE FOR COMMON STOCK EXCHANGE AGREEMENTS is made to be effective as of 23rd day of December 1999 by and between STAR LIQUIDATION COMPANY, LLC, a California Limited Liability Corporation (SLC) and GO CALL INC., a Delaware Corporation (GO). This Agreement supersedes and replaces an agreement of a date even with The Telephone Company, LLC, a California Limited Liability Corporation which agreement has been canceled. (Exhibit A) THE PARTIES AGREE AS FOLLOWS: 1 The Exchange 1.1 Subject to the terms and conditions of this Agreement, SLC agrees at the closing to acquire the approximate six hundred fifty one thousand (651,000) shares of COUNTRY STAR RESTAURANTS INC. (STAR), owned by GO, which represents about 92% of the presently issued and outstanding shares of STAR, in exchange for a note in the amount of seven hundred and twenty-eight thousand dollars ($728,000) shown at Exhibit B. (Note). The Parties agree the shares of STAR will be contributed simultaneously to the STAR Trust. (Exhibit C) 1.2 The above exchange is based on STAR having no more than 750,000 shares of Common stock outstanding at the time of the closing as defined in paragraph 1.3 below. 1.3 The Closing shall be effective as of December 31, 1999 or at such time and place as the Parties mutually agree upon in writing (which time and place are designated as the "Closing Date"). At the Closing, SLC shall deliver to GO, the Note. GO shall deliver to Bruce Alschuld, Esq., as trustee for the Star Trust (Trustee), the 651,000 shares of STAR common stock, which represents 92% of all of the common stock of STAR on a fully diluted basis prior to the close of the transaction. 1.4 STAR owns a single Restaurant, which is subject 40% a Profit Participation Agreement with Big L Holdings, Inc. (Exhibit D). GO believes and has advised SLC that Big L is in violation of said agreement. 1.5 This Agreement has been approved by the respective Boards of Directors of GO and the SLC. 1.6 GO agrees to fund $65,000 of cash to the STAR Trust (care of Bruce Altschuld, Esq., Trustee) to defray certain costs and expenses of STAR pursuant to the budget attached hereto as Exhibit E. Failure of GO to fund any or all of said $65,000 to Trustee by wire, within five business days of any written request by Trustee, delivered to GO through any of GO's representative, shall constitute a breach under

this agreement. GO hereby agrees to deliver the first $20,000 of the aforesaid $65,000 prior to the execution of this Agreement and an additional $20,000 on or before January 21, 2000 and the balance on or before February 11, 2000. The funding of these payments is a significant inducement for SLC to enter into this agreement. GO desires to dispose of STAR as part of a corporate mission to focus solely on Internet related businesses. 1.7 GO has agreed to retain certain responsibilities for STAR beyond December 31, 1999. GO agrees, without limitation, as follows: a. To complete GO's plan to close the restaurant owned by STAR.
b. To terminate all STAR employees, pursuant to GO's own plan. And make all necessary payments to employees required the law upon termination. To assist SLC, as requested by SLC, in the liquidation or reorganization of STAR. To provide GO staff and facilitate for SLC and its representatives any reasonably requested information or

c.

d.

this agreement. GO hereby agrees to deliver the first $20,000 of the aforesaid $65,000 prior to the execution of this Agreement and an additional $20,000 on or before January 21, 2000 and the balance on or before February 11, 2000. The funding of these payments is a significant inducement for SLC to enter into this agreement. GO desires to dispose of STAR as part of a corporate mission to focus solely on Internet related businesses. 1.7 GO has agreed to retain certain responsibilities for STAR beyond December 31, 1999. GO agrees, without limitation, as follows: a. To complete GO's plan to close the restaurant owned by STAR.
b. To terminate all STAR employees, pursuant to GO's own plan. And make all necessary payments to employees required the law upon termination. To assist SLC, as requested by SLC, in the liquidation or reorganization of STAR. To provide GO staff and facilitate for SLC and its representatives any reasonably requested information or assistance requires by SEC. To deliver immediately all assets, including all books, records and documents of STAR to SEC or Trustee.

c.

d.

e.

1.8

GO acknowledges that it may be necessary to cause STAR to seek Chapter 11 Bankruptcy protection for the benefit of all of STAR'S creditors and shareholders. GO acknowledges that SEC and others have advised GO that if STAR does become involved in a bankruptcy proceeding, there may be certain adverse consequence to GO and/or its officers and directors. By way of example without limitation; a. Monies advanced by GO to STAR since March 1999 may not be repaid in full to GO or may not be repaid at all. Certain assets removed by GO or its officers and directors from STAR may be ordered returned to STAR by the Bankruptcy Court.

1.10

b.

1.11

GO has advised SLC of certain Securities and Exchange Commission (SEC) inquiries involving a former STAR shareholder. GO will assist SLC to the extent required in responding to and fully cooperating with any SEC inquiry and all regulatory inquiries of any type.

1.12

SLC may, upon the advice of legal counsel, seek the approval of the Bankruptcy Court of the transaction described herein. The parties hereby agree to abide by any ruling of the Bankruptcy Court in this regard. Representations and Warranties GO --------------------------------Except as expressly set forth in any Schedule of Exceptions (Exhibit F) furnished to SLC with respect to the subparagraphs hereof, GO hereby represents and warrants to SLC the following:

2.

2.1

Organization: Good standing and Qualification; STAR is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. STAR is duly qualified to transact business and is in good standing in each jurisdiction in which the failures to qualify would have material adverse effect on its business or properties. Capitalization: The authorized capita] of STAR Consists of 250,000,000 shares authorized of Common Stock, par value $.01 per share and 2,000,000 shares of Preferred Stock, par value $.001 of which not in

2.2

1.12

SLC may, upon the advice of legal counsel, seek the approval of the Bankruptcy Court of the transaction described herein. The parties hereby agree to abide by any ruling of the Bankruptcy Court in this regard. Representations and Warranties GO --------------------------------Except as expressly set forth in any Schedule of Exceptions (Exhibit F) furnished to SLC with respect to the subparagraphs hereof, GO hereby represents and warrants to SLC the following:

2.

2.1

Organization: Good standing and Qualification; STAR is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. STAR is duly qualified to transact business and is in good standing in each jurisdiction in which the failures to qualify would have material adverse effect on its business or properties. Capitalization: The authorized capita] of STAR Consists of 250,000,000 shares authorized of Common Stock, par value $.01 per share and 2,000,000 shares of Preferred Stock, par value $.001 of which not in excess of the following will be issued and outstanding on or prior to the closing; (1) 750,000 shares of Common Stock; (2) No Preferred Stock prior to the consummation of this transaction. Subsidiaries: STAR currently has no subsidiaries. Authorization: All corporate action on the part of GO necessary for the authorization, execution and delivery of this Agreement, and the performance or all obligations of GO hereunder has been taken or will be taken prior to the Closing, and this Agreement constitutes a valid and legally binding obligation of GO enforceable in accordance with its terms, Valid Issuance of Common Stock: The Common Stock of STAR, which is being exchanged by GO for the Note hereunder, when delivered in accordance with the terms hereof for the consideration expressed herein, will be issued in compliance with all applicable federal and state laws. The outstanding shares of Common Stock of STAR are duly and validly authorized and issued fully paid and non-assessable. Governmental Consents: No consent, approval order or authorization or registration, qualification, designation, declaration or filing with any federal, state, local or provincial governmental authority on the part of GO or STAR is required in connection with the consummation of the transactions contemplated by this Agreement.

2.2

2.3 2.4

2.5 (i)

(ii)

2.6

2.7

Litigation: There is no action, suit proceeding or investigation currently being threatened against STAR or GO which questions the validity of this Agreement or the right of STAR and GO to enter into it, or to consummate the transactions contemplated hereby, or which might result in the aggregate in any material adverse changes in the assets, condition, affairs or prospects of STAR. STAR is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. Any present litigation or threatened litigation against STAR known to GO, STAR or their respective officers, directors or legal counsel which are not are disclosed at Exhibit F. Disclosure: GO has filly provided SLC with all the information necessary for deciding whether to exchange the Common Stock of STAR for a Note from SLC. Corporate Documents: The Articles of Incorporation and Bylaws of STAR and the Certificate of Determination for the Common Stock are attached hereto, as Exhibit G. Title of Property and Assets: STAR owns its property and assets free

2.8

2.9

2.10

2.7

Litigation: There is no action, suit proceeding or investigation currently being threatened against STAR or GO which questions the validity of this Agreement or the right of STAR and GO to enter into it, or to consummate the transactions contemplated hereby, or which might result in the aggregate in any material adverse changes in the assets, condition, affairs or prospects of STAR. STAR is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. Any present litigation or threatened litigation against STAR known to GO, STAR or their respective officers, directors or legal counsel which are not are disclosed at Exhibit F. Disclosure: GO has filly provided SLC with all the information necessary for deciding whether to exchange the Common Stock of STAR for a Note from SLC. Corporate Documents: The Articles of Incorporation and Bylaws of STAR and the Certificate of Determination for the Common Stock are attached hereto, as Exhibit G. Title of Property and Assets: STAR owns its property and assets free and clear of all mortgages, liens, loans and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and which are disclosed at Exhibit F hereto, and which do not materially impair STAR's ownership or use of such property or assets except as reflected on the financial statements described in Section 2.11 below. Financial Statements: STAR shall deliver to SLC the nine months ended draft financial statements at September 30, 1999 (Exhibit H) and any interim financial data (Exhibit H) (the "Financial Statements"). The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and fairly present the financial condition and operating results of STAR as of the dates and for the periods indicated therein, subject to the normal periodic audit adjustments. Changes GO shall inform SLC in the event there are any material changes to the financial statements of STAR at the rime of the Closing.

2.8

2.9

2.10

2.11.1

2.12

2.13

Insurance: STAR has maintained any insurance as of the date of this Agreement as shown at Exhibit 1 hereto. Labor Agreements and Actions: STAR is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written oral contracts, commitment of arrangement with any labor union, and no labor union has requested or, to the knowledge of GO, has sought to represent any of the employees, representatives or agents of STAR.

2.14

2.15.1

Good Title: GO is the owner of the shares of Common Stock pursuant hereto and shall transfer said shares free and clear of any liens, claims, or encumbrances of any type whatsoever.

2.16

Absence of Undisclosed Liabilities: STAR has no material liabilities or obligations, either accrued or unaccrued, fixed or contingent, which have not been reflected in the Financial Statements or on Exhibit F. Tax Returns and Audits: STAR has filed, or shall have filed by the Closing date, all income, franchise and other tax returns and reports of every nature required to be filed by accurately reflecting any and all net operating losses, tax credit carryovers and carrybacks, and taxes owing to the United States or any other government or any subdivision thereof, domestic or foreign, state or local, or any other taxing authority, and has paid in fill all taxes shown on said returns to be due and owing. There are and will hereafter be no tax deficiencies (including penalties and interest) of any kind assessed against STAR, with respect to any taxable periods ending on or before the Closing, other than tax deficiencies relating solely to an election (or deemed election.) pursuant to Section 338 of Internal Revenue Code

2.17

2.15.1

Good Title: GO is the owner of the shares of Common Stock pursuant hereto and shall transfer said shares free and clear of any liens, claims, or encumbrances of any type whatsoever.

2.16

Absence of Undisclosed Liabilities: STAR has no material liabilities or obligations, either accrued or unaccrued, fixed or contingent, which have not been reflected in the Financial Statements or on Exhibit F. Tax Returns and Audits: STAR has filed, or shall have filed by the Closing date, all income, franchise and other tax returns and reports of every nature required to be filed by accurately reflecting any and all net operating losses, tax credit carryovers and carrybacks, and taxes owing to the United States or any other government or any subdivision thereof, domestic or foreign, state or local, or any other taxing authority, and has paid in fill all taxes shown on said returns to be due and owing. There are and will hereafter be no tax deficiencies (including penalties and interest) of any kind assessed against STAR, with respect to any taxable periods ending on or before the Closing, other than tax deficiencies relating solely to an election (or deemed election.) pursuant to Section 338 of Internal Revenue Code of 186, as amended with respect to the exchange of assets for shares of stock of STAR or other transfer of ownership of STAR occurring on or prior to the closing which SLC hereto agrees shall not be treated as a liability of STAR or a breach of or a misstatement in any representation or warranty of GO made herein. Representations and Warranties of SLC ------------------------------------Organization: Good standing and Qualification; SLC is a Limited Liability Corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite corporate power and authority to carry on its business as now conducted. SLC is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to qualify would have material adverse effect on its business or properties. Authorization: All corporate action on the part of SLC necessary for the authorization, execution and delivery of this Agreement, and the performance or all obligations of SLC hereunder has been taken or will be taken prior to the Closing, and this Agreement constitutes a valid and legally binding obligation of SLC enforceable in accordance with its terms. Governmental Consents: No consent, approval order or authorization or registration, qualification, designation, declaration or filing with any federal, state, local or provincial, governmental authority on the part of SLC is required in connection with the consummation of the transactions contemplated by this Agreement. Litigation: There is no action, suit proceeding or investigation currently threatened against SLC which questions the validity of this Agreement or the right of SLC to enter into it, or to consummate the transactions contemplated hereby, or which might result in the

2.17

3

3.1

3.2

3.3

3.4

aggregate in any material adverse changes in the assets, condition, affairs or prospects of SLC. SLC is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court of government agency or instrumentality. 3.5 Disclosure: SLC has fully provided GO with all the information, which GO has requested. for deciding whether to exchange the Common Stock for the SLC Note. Conditions of the Obligations of GO at Closing. ----------------------------------------------The obligations of GO under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions: 4.1 Representations and Warranties of SLC: The representations and

4

aggregate in any material adverse changes in the assets, condition, affairs or prospects of SLC. SLC is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court of government agency or instrumentality. 3.5 Disclosure: SLC has fully provided GO with all the information, which GO has requested. for deciding whether to exchange the Common Stock for the SLC Note. Conditions of the Obligations of GO at Closing. ----------------------------------------------The obligations of GO under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions: 4.1 Representations and Warranties of SLC: The representations and warranties of SLC contained in Section 3 hereof shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing. Performance by SLC: SLC shall have conformed with all agreements, obligations and conditions contained in the Agreement to which it is subject on or before Closing. Conditions of the Obligations of SLC at Closing. -----------------------------------------------The obligations of SLC under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions: 5.1 Representations and Warranties of GO: The representations and warranties of GO contained in Section 3 hereof shall be true on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing. Performance by GO: GO shall have conformed with all agreements, obligations and conditions contained in the Agreement to which it is subject on or before Closing. Survival of Representations and Warranties and Indemnification -------------------------------------------------------------Survival of Representations and Warranties: Notwithstanding the Closing of this Agreement, the representations and warranties of SLC and GO contained in this Agreement shall survive the Closing until the date one (1) year after the date of the Closing, provided however that as to any breach, or misstatement in. any misrepresentation or warranty as to which GO has given notice to SLC or SLC has given notice to GO on or prior to the expiration or such (1) year period, the same shall continue to survive beyond said period, but only as to the matters contained in such notice. Indemnification by SLC: SLC covenants and agrees to hold GO harmless from any and all costs, expenses, losses, damages and liabilities incurred or suffered directly or indirectly by GO (including reasonable legal ties and costs) proximately resulting from or attributable to the

4

4.2

5

5.2

6

6.1

6.2

material breach of a material misstatement in, any one or more of the representations or warranties of SLC made in or pursuant to this Agreement. 6.3 Indemnification by GO: GO covenants and agrees to hold SLC harmless from any and all costs, expenses, losses, damages and liabilities incurred or suffered directly or indirectly by SLC (including reasonable legal fees and costs) proximately resulting from or attributable to the material breach of, a material misstatement in, any one or more of the representations or warranties made in or pursuant to this Agreement. Defense Against Asserted Claims: If any claim or assertion or liability is made by a third party against a party indemnified pursuant to this

6.4

material breach of a material misstatement in, any one or more of the representations or warranties of SLC made in or pursuant to this Agreement. 6.3 Indemnification by GO: GO covenants and agrees to hold SLC harmless from any and all costs, expenses, losses, damages and liabilities incurred or suffered directly or indirectly by SLC (including reasonable legal fees and costs) proximately resulting from or attributable to the material breach of, a material misstatement in, any one or more of the representations or warranties made in or pursuant to this Agreement. Defense Against Asserted Claims: If any claim or assertion or liability is made by a third party against a party indemnified pursuant to this Section 6 (the "Indemnified Party") based on any liability or absence of right which if established, would constitute a matter for which the Indemnified Party would be entitled to indemnification by another party hereto (the "Indemnifying Party") the indemnified party shall with reasonable promptness give to the Indemnifying Party written notice of the claim or assertion of liability and request the Indemnifying Party to defend same. The Indemnifying Party shall have the right to defense against such liability or assertion, in which event the indemnifying Party shall give written notice to the Indemnified Party of the acceptance of defense of such claim and the identity of counsel selected by the Indemnifying Party with respect to such matters. The Indemnified Party shall be entitled to participate with the Indemnifying Party in such defense and also shall be entitled at its option to employ separate counsel for such defense at the expense of the Indemnified Party. In the event the Indemnifying Party does not accept the defense of the matter as provided above or in the event that the indemnifying Party or its counsel fail to use reasonable care in maintaining such defense, the Indemnified Party shall have the full right to employ counsel for such defense at the expense of the Indemnifying Party. All parties hereto will cooperate with each other in the defense of any such action and the relevant records of each shall be available to the other with respect to such defense. Prepayment of the Note ---------------------The SLC note shall be prepaid to GO by SLC upon the sale of any STAR assets (other than the normal course of business.) SLC shall pay to GO an amount equal to 50% of the net proceeds of any asset sale involving any STAR assets, including without limit tax benefits. GO acknowledges that the proceeds of the sale of any assets of STAR may be subject to STAR'S bankruptcy proceedings and/or the rights of creditors and others.

6.4

7.

8.

Miscellaneous ------------Successors and Assigns: The terms shall inure to the benefit and be successors and assigns of SLC and Agreement, express or implied, is and conditions of this Agreement binding upon the respective GO respectively. Nothing in this intended to confer upon any party

8.1.

other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement except as expressly provided in the Agreement. 8.2 Governing Law: The laws of the State of California shall govern the rights and liabilities of the parties to this Agreement and the validity construction and interpretation thereof and any litigation shall be brought in the County of Los Angeles. Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Titles and Subtitles: The titles and subtitles used in this Agreement are used for convenience only are not to be considered in construing or interpreting this Agreement.

8.3

8.4

other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement except as expressly provided in the Agreement. 8.2 Governing Law: The laws of the State of California shall govern the rights and liabilities of the parties to this Agreement and the validity construction and interpretation thereof and any litigation shall be brought in the County of Los Angeles. Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Titles and Subtitles: The titles and subtitles used in this Agreement are used for convenience only are not to be considered in construing or interpreting this Agreement. Notices: Any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or upon deposit with the United States Post Office, by registered or certified mail postage prepaid and addressed to the party to be notified at the address indicated for such party in this Agreement which is incorporated herein by reference, or at such other address as such party may designate by ten (10) days advance written notice to the other parties. Expense: Each party shall pay its or his respective costs and expenses incurred with respect to the negotiation, execution, delivery and performance of this Agreement. Joint and Several Liability: Whenever any party undertakes any joint and several covenant, agreement, representation, warranty, waiver and/or other obligation under this agreement, the breach by any party to the joint and several undertaking shall be deemed to be breach by all parties to the undertaking any party aggrieved by any such breach may proceed at its sole and absolute discretion against any one or more or all of the parties bound by that joint and several undertaking. Amendments and Waivers: Any term of this Agreement may be amended and the observance of any terms of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the parties hereto. Severability: If one or more provisions of this Agreement are held to be unenforceable under applicable law such provision shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms. Review by Independent Counsel: Each party, by its signature below, has had the opportunity to have this Agreement reviewed by their own

8.3

8.4

8.5

8.6

8.7

8.8

8.9

8.10

counsel with any comments, recommendations or proposed changes by counsel either incorporated herein or waived.

STAR LIQUIDATION COMPANY A CALIFORNIA LIMITED LIABILITY CORPORATION
By: /s/ signature ---------------------ITS MANAGING MEMBER Date: 12/23/99 ----------------------

GO CALL INC. A DELAWARE CORPORATION
By: /s/ Michael Ruge, CEO ---------------------Date: 12/23/99 ----------------------

counsel with any comments, recommendations or proposed changes by counsel either incorporated herein or waived.

STAR LIQUIDATION COMPANY A CALIFORNIA LIMITED LIABILITY CORPORATION
By: /s/ signature ---------------------ITS MANAGING MEMBER Date: 12/23/99 ----------------------

GO CALL INC. A DELAWARE CORPORATION
By: /s/ Michael Ruge, CEO ---------------------Michael Ruge, CEO Date: 12/23/99 ----------------------

EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the "Agreement") is made this 23rd day of December, 1999 by and between The Hartcourt Companies Inc., a Utah corporation ("Hartcourt") and GoCall Inc., a Delaware corporation ("GoCall") WHEREAS, GoCall and Hartcourt wish to form a strategic alliance for the development of certain common interests of the two corporations, including but not limited to the development of GoCall's internet related development-stage businesses and software; and WHEREAS, Hartcourt and GoCall wish to effect the proposed strategic alliance by exchanging shares of the two respective corporations' common stock. IN CONSIDERATION of the mutual promises contained herein, the benefits to be derived by each party hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, Hartcourt and GoCall agree as follows: 1. EXCHANGE On the basis of the representations and warranties herein contained, subject to the terms and conditions set forth herein, GoCall agrees to exchange One Million (l,000,000) shares of its Convertible Preferred Stock (par value @ $5.00) stock (the GoCall Shares") exercisable to 10 shares of GoCall Common Stock (Restricted under Rule 144 for 12 months) for each share of Convertible Preferred Shares so exchanged for all of the shares as set forth in Schedule "A" attached hereto and made a part hereof ("Hartcourt Shares"). 2. CLOSING A. CLOSING DATE. The closing of the exchange contemplated by this Agreement (the "Closing") shall occur upon the transfer of the GoCall Shares to Hartcourt (the Transfer Date"), on December 29, 1999 at 4:00 PM of that day at the offices of Hartcourt. At the Closing, Hartcourt shall deliver its consideration to GoCall and GoCall shall deliver its consideration to Hartcourt in a simultaneous transaction. Notwithstanding the date of Closing, the Effective Date shall be December 29, 1999. 3. REPRESENTATIONS AND WARRANTIES OF GOCALL GoCall hereby represents and warrants to Hartcourt that:

EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (the "Agreement") is made this 23rd day of December, 1999 by and between The Hartcourt Companies Inc., a Utah corporation ("Hartcourt") and GoCall Inc., a Delaware corporation ("GoCall") WHEREAS, GoCall and Hartcourt wish to form a strategic alliance for the development of certain common interests of the two corporations, including but not limited to the development of GoCall's internet related development-stage businesses and software; and WHEREAS, Hartcourt and GoCall wish to effect the proposed strategic alliance by exchanging shares of the two respective corporations' common stock. IN CONSIDERATION of the mutual promises contained herein, the benefits to be derived by each party hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, Hartcourt and GoCall agree as follows: 1. EXCHANGE On the basis of the representations and warranties herein contained, subject to the terms and conditions set forth herein, GoCall agrees to exchange One Million (l,000,000) shares of its Convertible Preferred Stock (par value @ $5.00) stock (the GoCall Shares") exercisable to 10 shares of GoCall Common Stock (Restricted under Rule 144 for 12 months) for each share of Convertible Preferred Shares so exchanged for all of the shares as set forth in Schedule "A" attached hereto and made a part hereof ("Hartcourt Shares"). 2. CLOSING A. CLOSING DATE. The closing of the exchange contemplated by this Agreement (the "Closing") shall occur upon the transfer of the GoCall Shares to Hartcourt (the Transfer Date"), on December 29, 1999 at 4:00 PM of that day at the offices of Hartcourt. At the Closing, Hartcourt shall deliver its consideration to GoCall and GoCall shall deliver its consideration to Hartcourt in a simultaneous transaction. Notwithstanding the date of Closing, the Effective Date shall be December 29, 1999. 3. REPRESENTATIONS AND WARRANTIES OF GOCALL GoCall hereby represents and warrants to Hartcourt that: A. ORGANIZATION. GoCall is a corporation validly existing and in good standing under the laws of Delaware with the power and authority to carry on its business as now being conducted. The execution and delivery of this Agreement and the consummation of 1

laws of Delaware. with the power and authority to carry on its business as now being conducted. The execution and delivery of this Agreement and the consummation of the transaction contemplated in this Agreement have been, or will be prior to Closing, duly authorized by all requisite corporate action on the part of GoCall, including but not limited to Board of Director Resolutions ratifying this transaction and that this Agreement has been duly executed and delivered by GoCall and constitutes a binding and enforceable obligation of GoCall. On Closing, a single five (5) member Board of Directors shall be formed having three (3) members appointed by Hartcourt and two (2) members appointed by GoCall. B. THIRD PARTY CONSENT. No authorization, consent, or approval of, or registration or filing with, any governmental authority or any other person is required to be obtained or made by GoCall in connection with the execution, delivery or performance of this Agreement, or if required, GoCall has or will obtain same prior to Closing; C. LITIGATION. GoCall is not a defendant or a plaintiff against whom a claim has been made or reduced to

laws of Delaware. with the power and authority to carry on its business as now being conducted. The execution and delivery of this Agreement and the consummation of the transaction contemplated in this Agreement have been, or will be prior to Closing, duly authorized by all requisite corporate action on the part of GoCall, including but not limited to Board of Director Resolutions ratifying this transaction and that this Agreement has been duly executed and delivered by GoCall and constitutes a binding and enforceable obligation of GoCall. On Closing, a single five (5) member Board of Directors shall be formed having three (3) members appointed by Hartcourt and two (2) members appointed by GoCall. B. THIRD PARTY CONSENT. No authorization, consent, or approval of, or registration or filing with, any governmental authority or any other person is required to be obtained or made by GoCall in connection with the execution, delivery or performance of this Agreement, or if required, GoCall has or will obtain same prior to Closing; C. LITIGATION. GoCall is not a defendant or a plaintiff against whom a claim has been made or reduced to judgement in any litigation or proceedings before any local, state or U.S. foreign government, or any department, board, body or agency thereof, which could result in a claim against the GoCall Shares or any of GoCall's assets; D. STATUS OF GOCALL SHARES. The GoCall Shares will be validly issued by GoCall and it shall deliver same to Hartcourt at Closing, as well as resolutions of GoCall's Board of Directors wherein GoCall agrees not to issue or demand a "stop transfer" be put into effect or against any of the GoCall Shares, or otherwise attempt to restrict the transfer or exchange of the GoCall Shares issued to Hartcourt hereunder. Further. GoCall represents that it has not created any option, security interest or encumbrance upon the GoCall Shares that would give rise to any claims by third parties or otherwise conflict with or preclude the exchange as contemplated herein; and E. AUTHORITY. This Agreement has been duly executed by GoCall, and the execution and performance of this Agreement will not violate, or result in a breach of, or constitute a default in any agreement, instrument, judgement, order or decree to which GoCall is a party or to which the GoCall Shares may be subject. 4. REPRESENTATIONS AND WARRANTIES OF HARTCOURT Hartcourt hereby represents and warrants to GoCall that: A. ORGANIZATION. Hartcourt is a corporation validly existing and in good standing under the laws of Utah with the power and authority to carry on its business now being conducted. The execution and delivery of this Agreement and the consummation of the transaction contemplated in this Agreement have been, or will be prior to Closing, duly authorized by all requisite corporate action on the part of Hartcourt. This Agreement has been duly executed and delivered by Hartcourt and constitutes a binding, and enforceable obligation of Hartcourt; B. THIRD PARTY CONSENT. No authorization, consent, or approval of, or registration or filing with, any governmental authority or any other person is required to be obtained or made by Hartcourt in connection with the execution, delivery or performance of this Agreement, or if required, GoCall has or will obtain same prior to Closing; 2

C. LITIGATION. Hartcourt is not a defendant or a plaintiff against whom a counterclaim has been made or reduced to judgement in any litigation or proceedings before any local, state U.S. or foreign government, or any department, board, body or agency thereof, which could result in a claim against Hartcourt enacting this transaction. D. STATUS OF HARTCOURT OWNED SHARES. The Shares constituting Hartcourt's consideration Schedule "A" annexed hereto and incorporated herein by reference will be validly endorsed by Hartcourt or released to GoCall by written authorization duly executed by Hartcourt which it shall deliver to GoCall at Closing. Further, Hartcourt represents that it has not created any option, security interest or encumbrance upon the Shares that would give rise to any claims by third parties or otherwise conflict with or preclude the exchange as contemplated herein; and Hartcourt has never been an affiliate of any of the companies in Schedule "A."

C. LITIGATION. Hartcourt is not a defendant or a plaintiff against whom a counterclaim has been made or reduced to judgement in any litigation or proceedings before any local, state U.S. or foreign government, or any department, board, body or agency thereof, which could result in a claim against Hartcourt enacting this transaction. D. STATUS OF HARTCOURT OWNED SHARES. The Shares constituting Hartcourt's consideration Schedule "A" annexed hereto and incorporated herein by reference will be validly endorsed by Hartcourt or released to GoCall by written authorization duly executed by Hartcourt which it shall deliver to GoCall at Closing. Further, Hartcourt represents that it has not created any option, security interest or encumbrance upon the Shares that would give rise to any claims by third parties or otherwise conflict with or preclude the exchange as contemplated herein; and Hartcourt has never been an affiliate of any of the companies in Schedule "A." E. AUTHORITY. This Agreement has been duly executed by Hartcourt, and the execution and performance of this Agreement will not violate, or result in a breach of, or constitute a default in any agreement, instrument, judgement, order or decree to which Hartcourt is a party or to which the Hartcourt Shares may be subject. 5. CONDITIONS PRECEDENT TO OBLIGATIONS OF HARTCOURT AND GOCALL All obligations of Hartcourt and GoCall under this Agreement are subject to the fulfillment, prior to or as of the Closing Date, of each of the following conditions: A. TRANSFER AND DELIVERY OF THE SECURITIES. Hartcourt shall have endorsed or assigned or delivered the Shares to GoCall and GoCall shall have issued and delivered the GoCall Shares to Hartcourt pursuant to this Agreement. B. ACCEPTANCE OF DOCUMENTS. All instruments and documents delivered to the parties hereto, pursuant to the provisions of this Agreement, and the terms and conditions of the agreement(s) shall be satisfactory to Hartcourt and GoCall. 6. AVAILABILITY OF INFORMATION Hartcourt and GoCall each represent that, by virtue of their respective business activities and economic bargaining power or otherwise, they have been able to conduct their own due diligence and have had access to or have been furnished with, prior to or concurrently with the execution hereof, the information which they consider to be adequate to make a decision to exchange the GoCall Shares for the Hartcourt owned Shares. 7. PRIVATE TRANSACTION A. PRIVATE OFFERING. GoCall and Hartcourt each understand that the exchange contemplated herein constitutes a private, arms-length transaction between the parties without the use or reliance upon a distribution or securities underwriter. 3

B. PURCHASE FOR OWN ACCOUNT. Neither GoCall nor Hartcourt are underwriters of, or dealers in, the respective securities to be exchanged hereunder, and neither party is acting as such or participating pursuant to a contractual agreement, in the distribution of such securities. C. INVESTMENT RISK. Hartcourt and GoCall acknowledge the exchange contemplated by this Agreement may involve a high degree of financial risk, including the risk that one or both parties may lose its entire investment. D. ACCESS TO INFORMATION. GoCall and Hartcourt and their advisors each have been afforded the opportunity to discuss the transaction contemplated herein with legal and accounting professionals, and to examine and evaluate the financial impact of such exchange. E. This Agreement has been duly executed by Hartcourt, and the execution and performance of this Agreement

B. PURCHASE FOR OWN ACCOUNT. Neither GoCall nor Hartcourt are underwriters of, or dealers in, the respective securities to be exchanged hereunder, and neither party is acting as such or participating pursuant to a contractual agreement, in the distribution of such securities. C. INVESTMENT RISK. Hartcourt and GoCall acknowledge the exchange contemplated by this Agreement may involve a high degree of financial risk, including the risk that one or both parties may lose its entire investment. D. ACCESS TO INFORMATION. GoCall and Hartcourt and their advisors each have been afforded the opportunity to discuss the transaction contemplated herein with legal and accounting professionals, and to examine and evaluate the financial impact of such exchange. E. This Agreement has been duly executed by Hartcourt, and the execution and performance of this Agreement will not violate, or result in a breach of, or constitute a default in any agreement, instrument, judgement, order or decree to which Hartcourt is a party or to which the Hartcourt Shares may be subject. 8. TERMINATION This Agreement may be terminated at anytime prior to the date of Closing by either party if (a) there shall be any actual or threatened action or proceeding by or before any court or any other governmental body which shall seek to restrain, prohibit, or invalidate the transaction contemplated by this Agreement, and which, in the judgment of such party giving notice to terminate and based upon the advice of legal counsel, makes it inadvisable to proceed with the transaction contemplated by this Agreement. 9. MISCELLANEOUS A. AUTHORITY. The officers of Hartcourt and GoCalI executing this Agreement are duly authorized to do so and each party has taken all action required by law or otherwise to properly and legally execute this Agreement. B. NOTICES. Any notice under this Agreement shall be deemed to have been sufficiently given if sent by registered or certified mail, postage prepaid, addressed as follows:
To GoCall Inc. GoCall Inc. 15 Queen Street East Cambridge, Ontario, Canada N3C 2A7 Telephone: (519) 651-2121 Facsimile: (519) 651-0457 4

To Hartcourt:

The Hartcourt Companies Inc. 1196 E. Willow St. Long Beach, CA 90806 Telephone: (562) 426-9796 Facsimile: (562) 426-8896

or to any other address which may hereafter be designated by either party by notice given in such manner. All notices shall be deemed to have been given as of the date of receipt. C. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding between the parties hereto and no other prior written or oral statement or agreement shall be recognized or enforced. D. SEVERABILITY. If a court of competent jurisdiction determines that any clause or provision of this Agreement is invalid, illegal or unenforceable, the other clauses and provisions of the Agreement shall remain in full force and effect and the clauses and provisions which are determined to be void, illegal or unenforceable shall be limited so that they shall remain in effect to the extent permissible by law. E. None of the parties hereto may assign this Agreement without the express written consent of the other parties

To Hartcourt:

The Hartcourt Companies Inc. 1196 E. Willow St. Long Beach, CA 90806 Telephone: (562) 426-9796 Facsimile: (562) 426-8896

or to any other address which may hereafter be designated by either party by notice given in such manner. All notices shall be deemed to have been given as of the date of receipt. C. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding between the parties hereto and no other prior written or oral statement or agreement shall be recognized or enforced. D. SEVERABILITY. If a court of competent jurisdiction determines that any clause or provision of this Agreement is invalid, illegal or unenforceable, the other clauses and provisions of the Agreement shall remain in full force and effect and the clauses and provisions which are determined to be void, illegal or unenforceable shall be limited so that they shall remain in effect to the extent permissible by law. E. None of the parties hereto may assign this Agreement without the express written consent of the other parties and any approved assignment shall be binding on and inure to the benefit of such successor or, in the event of death or incapacity on assignor s heirs, executors, administrators and successors. F. APPLICABLE LAW. This Agreement bas been negotiated and is being contracted for in the State of California, and it shall be governed by the laws of California, County of Los Angeles, notwithstanding any conflict-of-law provision to the contrary. G. LITIGATION. If any legal action or other preceding (non-exclusively including arbitration) is brought for the enforcement of or to declare any right or obligation under this Agreement or as a result of a breach, default or misrepresentation in connection with any of the provisions of this Agreement, or otherwise because of a dispute among the parties hereto, the prevailing party will be entitled to recover actual attorney's fees (including for appeals and collection) and other expenses incurred in such action or proceeding, in addition to any other relief to which such party may be entitled. H. NO THIRD PARTY BENEFICIARY. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties hereto and their successors, any rights or remedies under or by reason of this Agreement, unless this Agreement specifically states such intent. I. It is understood and agreed that this Agreement may be executed in any number of identical counterparts, each of which may be deemed an original for all purposes. J. FURTHER ASSURANCES. At any time, and from time to time after the Closing, each party hereto will execute such additional instruments and take such action as may be reasonably requested by the other party to confirm or perfect title to the securities being exchanged pursuant to this Agreement, or otherwise to carry out the intent and purposes of this Agreement. 5

K. BROKER'S OR FINDER'S FEE: EXPENSES. GoCall and Hartcourt each warrant that they have not incurred any liability, contingent or otherwise, for brokers' or finders fees or commissions relating to this Agreement for which the other party shall have responsibility. Except as otherwise provided herein, all fees, costs and expenses incurred by either party relating to this Agreement shall be paid by the party incurring same. L. AMENDMENT OR WAIVER. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to Closing, this Agreement may be amended by a writing signed by all parties hereto. M. HEADINGS. The section and subsection headings in this Agreement are inserted for convenience only and

K. BROKER'S OR FINDER'S FEE: EXPENSES. GoCall and Hartcourt each warrant that they have not incurred any liability, contingent or otherwise, for brokers' or finders fees or commissions relating to this Agreement for which the other party shall have responsibility. Except as otherwise provided herein, all fees, costs and expenses incurred by either party relating to this Agreement shall be paid by the party incurring same. L. AMENDMENT OR WAIVER. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to Closing, this Agreement may be amended by a writing signed by all parties hereto. M. HEADINGS. The section and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. N. FACSIMILE. A facsimile, telecopy or other reproduction of this instrument may be executed by one or more parties hereto and such executed copy may be delivered by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties agree to execute an original of this instrument as well as any facsimile, telecopy or other reproduction hereof. O. ANNOUNCEMENTS. Except as required by law, no announcements shall be made by either party with respect to the receipt or acceptance of this agreement, or the transaction proposed herein without the prior written permission of the other. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
"GoCall" GoCall, Inc. By: /s/ Michael Ruge ------------------------Michael Ruge, CEO "Hartcourt" The Hartcourt Companies, Inc. By: /s/ Alan V. Phan ------------------------Alan V. Phan, Chairman

6

SCHEDULE "A" 1. 2,850,000 Common Stock Shares in Dega Technology, Inc., symbol: DEGA 500000 Restricted, Balance without legend 2. 2,400,000 Preferred Shares in NuOasis Resorts, Inc. symbol: NUOA Without legend 3. 1,500,000 Common Stock Shares in Oasis Resorts International Inc. symbol: OAIS Without legend 4. 192,000 Common Stock Shares in Electronic Components & Systems, Inc symbol: ECSX Without legend AS TO ALL OF THE ABOVE SHARES, HARTCOURT REPRESENTS AND WARRANTS THAT IT IS RELYING UPON THE REPRESENTATIONS OF ITS PREDECESSOR IN TITLE CONCERNING "LEGENDS" AND IT CANNOT ITSELF CONFIRM THIS INFORMATION NOR IS IT HEREIN REPRESENTING AS TO THE TRUTH OR VALIDITY OF SUCH CLAIMS.

WALL STREET MARKETING GROUP INC.

SCHEDULE "A" 1. 2,850,000 Common Stock Shares in Dega Technology, Inc., symbol: DEGA 500000 Restricted, Balance without legend 2. 2,400,000 Preferred Shares in NuOasis Resorts, Inc. symbol: NUOA Without legend 3. 1,500,000 Common Stock Shares in Oasis Resorts International Inc. symbol: OAIS Without legend 4. 192,000 Common Stock Shares in Electronic Components & Systems, Inc symbol: ECSX Without legend AS TO ALL OF THE ABOVE SHARES, HARTCOURT REPRESENTS AND WARRANTS THAT IT IS RELYING UPON THE REPRESENTATIONS OF ITS PREDECESSOR IN TITLE CONCERNING "LEGENDS" AND IT CANNOT ITSELF CONFIRM THIS INFORMATION NOR IS IT HEREIN REPRESENTING AS TO THE TRUTH OR VALIDITY OF SUCH CLAIMS.

WALL STREET MARKETING GROUP INC. PUBLIC RELATIONS & CONSULTING AGREEMENT This AGREEMENT made this 27th of December, 1999 and between GO CALL INC.. (hereinafter "Client") and WALL STREET MARKETING GROUP INC. (hereinafter "Consultant"). WITNESSETH In consideration of the mutual promises hereinafter made by each to the other, Client and Consultant agree as follows: 1. CONTRACT SERVICES Client hereby retains Consultant to represent, advise, counsel, and assist Client in public relations, public appearances and the marketing of client's company. Client additionally hereby retains Consultant to disseminate information from Client to licensed members of the securities industry. Services performed by Consultant do not relate to NASD activities or financing. 2. COMPENSATION FOR SERVICES Client agrees to pay Consultant one hundred thousand restricted (1 year) shares and grant Consultant options on GOCA non-restricted stock to be exercised by January 1, 2001: 1) 100,000 shares priced at $.75 per share; 2) 100,000 shares priced at $1.00 per share; 3) 100,000 shares priced at $4.00 per share; 3. PAYMENT OF CONSULTANT'S FEE Consultant shall receive the restricted shares upon engagement. 4. DISCLAIMER OF LIABILITY Consultant makes no guarantees to any results including but not limited to trading activity, volume, or stock price with respect to the timing, place, manner or fashion in which public relations and consulting services are to be conducted.

5. NOTICES

WALL STREET MARKETING GROUP INC. PUBLIC RELATIONS & CONSULTING AGREEMENT This AGREEMENT made this 27th of December, 1999 and between GO CALL INC.. (hereinafter "Client") and WALL STREET MARKETING GROUP INC. (hereinafter "Consultant"). WITNESSETH In consideration of the mutual promises hereinafter made by each to the other, Client and Consultant agree as follows: 1. CONTRACT SERVICES Client hereby retains Consultant to represent, advise, counsel, and assist Client in public relations, public appearances and the marketing of client's company. Client additionally hereby retains Consultant to disseminate information from Client to licensed members of the securities industry. Services performed by Consultant do not relate to NASD activities or financing. 2. COMPENSATION FOR SERVICES Client agrees to pay Consultant one hundred thousand restricted (1 year) shares and grant Consultant options on GOCA non-restricted stock to be exercised by January 1, 2001: 1) 100,000 shares priced at $.75 per share; 2) 100,000 shares priced at $1.00 per share; 3) 100,000 shares priced at $4.00 per share; 3. PAYMENT OF CONSULTANT'S FEE Consultant shall receive the restricted shares upon engagement. 4. DISCLAIMER OF LIABILITY Consultant makes no guarantees to any results including but not limited to trading activity, volume, or stock price with respect to the timing, place, manner or fashion in which public relations and consulting services are to be conducted.

5. NOTICES All notices hereunder shall be effective if sent by certified mail, postage prepaid to the following addresses.
If to the Consultant: WALL STREET MARKETING GROUP INC. 2375 F. Tropicana Suite 757 Las Vegas, NV 89119 Go Call Inc. 15 Queen St. E Cambridge, Ont. N3C-2A7

If to Client:

6. ENTIRE AGREEMENT This Agreement, sets forth the entire agreement between the parties hereto and cannot be amended, modified or changed orally. 7. FILING

5. NOTICES All notices hereunder shall be effective if sent by certified mail, postage prepaid to the following addresses.
If to the Consultant: WALL STREET MARKETING GROUP INC. 2375 F. Tropicana Suite 757 Las Vegas, NV 89119 Go Call Inc. 15 Queen St. E Cambridge, Ont. N3C-2A7

If to Client:

6. ENTIRE AGREEMENT This Agreement, sets forth the entire agreement between the parties hereto and cannot be amended, modified or changed orally. 7. FILING This contract is signed in duplicate. Consultant agrees to deliver one (1) copy to the Client within five (5) days of its execution; and retain one (1) copy for their files. 8. TERM The term of this Agreement is for six months and shall begin on the date hereof and shall continue until June 27th, 2000. 9. LAW This agreement is governed and construed under the laws of the state of Nevada and any action brought by either party to enforce or interpret this agreement shall be brought in an appropriate court in the state of Nevada. IN WITNESS WHEREOF, the parties hereto have hereunder signed their names as hereinafter set forth.
By: /s/ Mark Taggatz -----------------------------Mark Taggatz/ President Wall Street Marketing Group Inc. 12/27/99 -----------------------------(Date) By: /s/ Michael Ruge ---------------------------Michael Ruge/CEO Go Call Inc. Dec 29/99 ---------------------------(Date)

AGREEMENT OF LIMITED PARTNERSHIP SEVADA HOLDINGS LTD. IV, A CALIFORNIA LIMITED PARTNERSHIP EFFECTIVE DECEMBER 1999

AGREEMENT OF LIMITED PARTNERSHIP THIS AGREEMENT OF LIMITED PARTNERSHIP ("AGREEMENT') OF SEVADA HOLDINGS LTD.

AGREEMENT OF LIMITED PARTNERSHIP SEVADA HOLDINGS LTD. IV, A CALIFORNIA LIMITED PARTNERSHIP EFFECTIVE DECEMBER 1999

AGREEMENT OF LIMITED PARTNERSHIP THIS AGREEMENT OF LIMITED PARTNERSHIP ("AGREEMENT') OF SEVADA HOLDINGS LTD. IV, a California limited partnership ("Partnership") is entered into as of March 1 1999 by and among ITASCA HOLDINGS LTD., a Nevada Corporation ("ITASCA"), as general partner (General Partner"), and the entities listed on the attached Exhibit B as limited partners ("Limited Partners"). The General Partner and Limited Partners are collectively referred to as the "Partners". ARTICLE I 1. ORGANIZATION AND PURPOSE OF PARTNERSHIP 1.1 FORMATION: The Partnership was formed in March 1, 1999 in accordance with the Uniform Limited partnership Act of California, as amended. 1.2 NAME: The name of the Partnership is Sevada Holdings Ltd. IV, a California limited partnership, and all business of the Partnership will be conducted under this name. 1.3 PURPOSE: The principal purpose of the Partnership is to pursue certain Real Estate Investments as is more fully described in Exhibits C hereto, and other opportunities as the General Partner may deem appropriate. 1.4 PRINCIPAL PLACE OF BUSINESS: The principal place of business of the Partnership is the General Partner's office at 1925 Century Park East, Suite 1150, Los Angeles, California 90067 or any other location as may be subsequently chosen by the General Partner upon prior notice of the new location to all Partners. 1.5 ADDRESSES OF PARTNERS: The mailing addresses of the General Partner and the Limited Partners are listed in Exhibits A and B of this Agreement. 1.6 TERM: The Partnership's term commenced effective December 1, 1999 and will expire on December 31, 2020, subject to earlier termination up on the occurrence of any of the following: 1.6.1 The termination, dissolution, retirement, removal, resignation, withdrawal or bankruptcy of the General Partner or an assignment for the benefit of its creditors by the General Partner unless the Limited Partner elects to continue the Partnership as provided in Section 6.6 of this Agreement; 1.6.2 The agreement of Partners holding at least a majority of the aggregate Profits Interest (as defined hereinafter) of the Partnership to terminate the Partnership;

1.6.3 An event of termination otherwise provided by this Agreement or by law. 1.7 DOCUMENTS: The Partnership will execute and file the Documents necessary to comply with the requirements of the laws of California for the formation, continuation and operation of limited partnerships, including fictitious business name statements. The Partners agree to execute all documents and to undertake all other acts, as reasonably may be deemed necessary by the General Partner in order to comply with the requirements of the laws of California for the formation, continuation and operation of the Partnership.

AGREEMENT OF LIMITED PARTNERSHIP THIS AGREEMENT OF LIMITED PARTNERSHIP ("AGREEMENT') OF SEVADA HOLDINGS LTD. IV, a California limited partnership ("Partnership") is entered into as of March 1 1999 by and among ITASCA HOLDINGS LTD., a Nevada Corporation ("ITASCA"), as general partner (General Partner"), and the entities listed on the attached Exhibit B as limited partners ("Limited Partners"). The General Partner and Limited Partners are collectively referred to as the "Partners". ARTICLE I 1. ORGANIZATION AND PURPOSE OF PARTNERSHIP 1.1 FORMATION: The Partnership was formed in March 1, 1999 in accordance with the Uniform Limited partnership Act of California, as amended. 1.2 NAME: The name of the Partnership is Sevada Holdings Ltd. IV, a California limited partnership, and all business of the Partnership will be conducted under this name. 1.3 PURPOSE: The principal purpose of the Partnership is to pursue certain Real Estate Investments as is more fully described in Exhibits C hereto, and other opportunities as the General Partner may deem appropriate. 1.4 PRINCIPAL PLACE OF BUSINESS: The principal place of business of the Partnership is the General Partner's office at 1925 Century Park East, Suite 1150, Los Angeles, California 90067 or any other location as may be subsequently chosen by the General Partner upon prior notice of the new location to all Partners. 1.5 ADDRESSES OF PARTNERS: The mailing addresses of the General Partner and the Limited Partners are listed in Exhibits A and B of this Agreement. 1.6 TERM: The Partnership's term commenced effective December 1, 1999 and will expire on December 31, 2020, subject to earlier termination up on the occurrence of any of the following: 1.6.1 The termination, dissolution, retirement, removal, resignation, withdrawal or bankruptcy of the General Partner or an assignment for the benefit of its creditors by the General Partner unless the Limited Partner elects to continue the Partnership as provided in Section 6.6 of this Agreement; 1.6.2 The agreement of Partners holding at least a majority of the aggregate Profits Interest (as defined hereinafter) of the Partnership to terminate the Partnership;

1.6.3 An event of termination otherwise provided by this Agreement or by law. 1.7 DOCUMENTS: The Partnership will execute and file the Documents necessary to comply with the requirements of the laws of California for the formation, continuation and operation of limited partnerships, including fictitious business name statements. The Partners agree to execute all documents and to undertake all other acts, as reasonably may be deemed necessary by the General Partner in order to comply with the requirements of the laws of California for the formation, continuation and operation of the Partnership. ARTICLE II 2. CONTRIBUTIONS TO CAPITAL 2.1 DEFINITION OF UNITS: The interest of the Partners in the Partnership will consist on 100 separate interests, or fractions thereof, referred to as "Units." The interest of each of the Partners in the Partnership is the number of Units set forth opposite the Partner's name on Exhibits A and B under the caption "Number of Units". 2.2 ISSUANCE OF UNITS: The Partnership will issue the Units shown on Exhibits A and B on the terms and conditions indicated in this Agreement, including the obligation of each purchaser of Units to make the Capital

1.6.3 An event of termination otherwise provided by this Agreement or by law. 1.7 DOCUMENTS: The Partnership will execute and file the Documents necessary to comply with the requirements of the laws of California for the formation, continuation and operation of limited partnerships, including fictitious business name statements. The Partners agree to execute all documents and to undertake all other acts, as reasonably may be deemed necessary by the General Partner in order to comply with the requirements of the laws of California for the formation, continuation and operation of the Partnership. ARTICLE II 2. CONTRIBUTIONS TO CAPITAL 2.1 DEFINITION OF UNITS: The interest of the Partners in the Partnership will consist on 100 separate interests, or fractions thereof, referred to as "Units." The interest of each of the Partners in the Partnership is the number of Units set forth opposite the Partner's name on Exhibits A and B under the caption "Number of Units". 2.2 ISSUANCE OF UNITS: The Partnership will issue the Units shown on Exhibits A and B on the terms and conditions indicated in this Agreement, including the obligation of each purchaser of Units to make the Capital Contribution (as hereinabove defined) to the Partnership provided in Section 2.3 of this Agreement. 2.3 CONTRIBUTIONS OF LIMITED PARTNERS: The Limited Partners will not be required to make contributions to the Partnership except as provided in this Agreement. The Limited Partners' contributions will be made at the times and in the manner provided in this Agreement. The Limited Partners will not be personally liable for any debts, liabilities or obligations of the Partnership except as otherwise provided under the Uniform Limited Partnership Act of California. Each Partner will contribute the amount set forth opposite the Partner's name in Exhibits A and B under the caption "Capital Contribution" to the Partnership for the Units purchased by that Partner (the "Capital Contribution"). 2.4 ADMISSIONS OF LIMITED PARTNERS: The Partnership admits each person listed on Exhibit B as a Limited Partner effective as of the date of this Agreement. Each Limited Partner acknowledges its obligation to make the Capital Contribution as shown said Exhibits to the Partnership for Units purchased by the Limited Partner as set forth on the Exhibits in accordance with Section 2.3 of this Agreement. 2.5 CONTRIBUTION OF GENERAL PARTNER: The General Partner will not be required to make contributions to the Partnership except as provided in Exhibit A and elsewhere in this Agreement and will not be liable to any Limited Partner for repayment of their Capital Contribution. The General Partner will be liable to advance operating and administrative costs of the Partnership, not to exceed $5000 per month.

2.6 CAPITAL ACCOUNTS: A capital account ("Capital Account") will be established for each Partner to which will be credited the amount of the Partner's Capital Contribution, any subsequent contributions and the partner's share of Profits (as hereinafter defined) and which will be debited with the Partner's share of Losses (as hereinafter defined) and the amounts of distributions made to the Partner. If any Partner has a negative balance (less than zero) in his Capital Account upon liquidation of the Partnership (after allocation of Profits and Losses upon such liquidation), that Partner shall contribute cash to the Partnership in an amount equal to such negative balance, and such cash shall be distributed to the Partners in accordance with their positive balances. 2.7 CAPITAL AND PROFIT INTEREST: The ownership percentage or capital and profits interest of each Partner equals the percentages shown on Exhibits A and B under the captions "Capital Interest" (the "Capital Interest") and "Profits Interest" (the "Profits Interest"). 2.8 UNRETURNED CONTRIBUTIONS: A sub-account to each Partners' Capital Account will be maintained by the Partnership for each partner which will be credited with all contributions, including the Capital Contribution by each Partner. These sub-accounts are referred to in this Agreement as "Unreturned Contributions". The Unreturned Contribution for a Partner will be reduced by any distribution to the Partner pursuant to section 3.3 of this Agreement.

2.6 CAPITAL ACCOUNTS: A capital account ("Capital Account") will be established for each Partner to which will be credited the amount of the Partner's Capital Contribution, any subsequent contributions and the partner's share of Profits (as hereinafter defined) and which will be debited with the Partner's share of Losses (as hereinafter defined) and the amounts of distributions made to the Partner. If any Partner has a negative balance (less than zero) in his Capital Account upon liquidation of the Partnership (after allocation of Profits and Losses upon such liquidation), that Partner shall contribute cash to the Partnership in an amount equal to such negative balance, and such cash shall be distributed to the Partners in accordance with their positive balances. 2.7 CAPITAL AND PROFIT INTEREST: The ownership percentage or capital and profits interest of each Partner equals the percentages shown on Exhibits A and B under the captions "Capital Interest" (the "Capital Interest") and "Profits Interest" (the "Profits Interest"). 2.8 UNRETURNED CONTRIBUTIONS: A sub-account to each Partners' Capital Account will be maintained by the Partnership for each partner which will be credited with all contributions, including the Capital Contribution by each Partner. These sub-accounts are referred to in this Agreement as "Unreturned Contributions". The Unreturned Contribution for a Partner will be reduced by any distribution to the Partner pursuant to section 3.3 of this Agreement. ARTICLE III 3. PROFITS, LOSSES AND DISTRIBUTIONS 3.1 DEFINITIONS: The following terms are defined for purposes of this Agreement: 3.1.1 "Accounting Period" of the Partnership is the Partnership's fiscal year. 3.1.2 "Affiliate" is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the General Partner. 3.1.3 "Capital Event" is the sale, refinancing or other disposition of all or a substantial portion of the Partnership's assets. Capital Event also includes the recovery of hazard or casualty insurance (other than business interruption insurance) proceeds in excess of any amount expended for restoration or repair. 3.1.4 "Distributable Cash" is all cash of the Partnership, however derived, less (I) the amount necessary for payment of all cost, expenses, obligations and liabilities of the Partnership then due; (ii) the amount of any refundable deposits; and (iii) the amount deemed necessary by the General Partner, in the exercise of its reasonable discretion based on its analysis of the Partnership's anticipated cash flow and cash requirements, to establish a reserve for the payment of foreseen or unforeseen costs, expenses, obligations or liabilities of the Partnership.

3.1.5 "Operations" includes all transactions of the Partnership which are not Capital Events. 3.1.6 "Profits" and "Losses" are the Partnership's net profits and net losses, respectively, as finally determined for each Accounting Period for Federal income tax purposes using the cash method of accounting. 3.2 ALLOCATION OF PROFITS AND LOSS: The Profits and Losses or Profits Interest of the partnership for each Accounting Period commencing with the Accounting Period ending December 31, 2000 will be allocated as shown at Exhibits A and B. 3.3 DISTRIBUTIONS: Distributable Cash from Operations or Capital Events for each Accounting Period will be distributed at the times provided in Section 3.4 of this Agreement among the Partners as follows: 3.3.1 Distributable Cash from Operations or Capital Events for each Accounting Period will be distributed at the times provided in Section 3.4 of this Agreement among the Partners as follows: 3.3.1.1 First, prorata to all Partners, on at least a quarterly basis and in an amount sufficient to pay estimated

3.1.5 "Operations" includes all transactions of the Partnership which are not Capital Events. 3.1.6 "Profits" and "Losses" are the Partnership's net profits and net losses, respectively, as finally determined for each Accounting Period for Federal income tax purposes using the cash method of accounting. 3.2 ALLOCATION OF PROFITS AND LOSS: The Profits and Losses or Profits Interest of the partnership for each Accounting Period commencing with the Accounting Period ending December 31, 2000 will be allocated as shown at Exhibits A and B. 3.3 DISTRIBUTIONS: Distributable Cash from Operations or Capital Events for each Accounting Period will be distributed at the times provided in Section 3.4 of this Agreement among the Partners as follows: 3.3.1 Distributable Cash from Operations or Capital Events for each Accounting Period will be distributed at the times provided in Section 3.4 of this Agreement among the Partners as follows: 3.3.1.1 First, prorata to all Partners, on at least a quarterly basis and in an amount sufficient to pay estimated taxes (Federal and State) based upon each Partners' respective share of partnership income for the quarter. 3.3.1.2 Next, a return of each Partners' Capital Contribution: subject to any restrictions provided for in any loan agreement or to the contractual arrangement of the Partnership; and 3.3.1.3 Then, as shown at Exhibit A and B to the General Partner and to the Limited Partners. 3.4 TIME OF ALLOCATIONS AND DISTRIBUTIONS AND MISCELLANEOUS PROCEDURES: 3.4.1 Except as otherwise provided in this Agreement, distributions of cash and allocation of Profits and Losses shall be made as soon as possible but no later than 30 days from the time the cash becomes available. 3.4.2 The General Partner may at its discretion make additional prorata distributions of Partnership cash in addition to those described in Section 3.4.1 of this Agreement during an Accounting Period, provided that adequate reserves have been established for Partnership obligations and further provided that such distributions are not prohibited by loan or other agreements.

3.4.3 Allocation of Profits and Losses and distributions of cash to the partners will be allocated or distributed among the Partners in accordance with each Partner's Profits Interest. 3.5 SHARING BETWEEN TRANSFEROR AND TRANSFEREE: If an interest in the Partnership is transferred, the Profits and Losses allocable and the cash Distributable to that interest for the Accounting Period during which the transfer occurred will be allocated and distributed between the transferor and transferee of the interest in proportion to the time during the Accounting Period that the interest was owned by the transferor and transferee. The transfer will be deemed to occur effective on the first day of the month in which the transferor signs the agreement providing for the transfer of the interest to the transferee. A Capital Account and an Unreturned Contribution sub-account will be established for each transferee and will be credited or debited as appropriate with an amount in proportion to the number of Units respectively transferred and retained. 3.6 ELECTIONS: All elections required or permitted to be made by the Partnership by the Internal Revenue Code of 1986, as amended, including, but not limited to, the election pursuant to Section 754 will be made by the General Partner in a manner which, in the General Partner reasonable judgment, will be most advantageous to the Partners holding at least a majority of the aggregate Capital Interest of the Partnership. The General Partner may require as a condition to making an election that the Partner requesting an election agree to pay any costs incurred by the Partnership in making the election or in maintaining any records required to give effect to the election. Each Partner will, upon request, supply the information necessary to properly give effect to the election. ARTICLE IV

3.4.3 Allocation of Profits and Losses and distributions of cash to the partners will be allocated or distributed among the Partners in accordance with each Partner's Profits Interest. 3.5 SHARING BETWEEN TRANSFEROR AND TRANSFEREE: If an interest in the Partnership is transferred, the Profits and Losses allocable and the cash Distributable to that interest for the Accounting Period during which the transfer occurred will be allocated and distributed between the transferor and transferee of the interest in proportion to the time during the Accounting Period that the interest was owned by the transferor and transferee. The transfer will be deemed to occur effective on the first day of the month in which the transferor signs the agreement providing for the transfer of the interest to the transferee. A Capital Account and an Unreturned Contribution sub-account will be established for each transferee and will be credited or debited as appropriate with an amount in proportion to the number of Units respectively transferred and retained. 3.6 ELECTIONS: All elections required or permitted to be made by the Partnership by the Internal Revenue Code of 1986, as amended, including, but not limited to, the election pursuant to Section 754 will be made by the General Partner in a manner which, in the General Partner reasonable judgment, will be most advantageous to the Partners holding at least a majority of the aggregate Capital Interest of the Partnership. The General Partner may require as a condition to making an election that the Partner requesting an election agree to pay any costs incurred by the Partnership in making the election or in maintaining any records required to give effect to the election. Each Partner will, upon request, supply the information necessary to properly give effect to the election. ARTICLE IV 4. LOANS FROM PARTNERS 4.1 LOANS FROM PARTNERS: Any Partner, including the General Partner, may (but, except as otherwise described herein, is not obligated to) advance funds to the Partnership if finds are deemed necessary by the General Partner. The advances shall be evidenced by the Partnership's note payable to the lending Partner. The note may provide for interest at the per annum rate often percent (10%). Unless the note provides otherwise, it will be repaid in full prior to any distributions to the Partners. ARTICLE V 5. POWERS, RIGHTS AND OBLIGATIONS OF PARTNERS 5.1 GENERAL PARTNER TO MANAGE BUSINESS: The General Partner will manage and control the business of the Partnership. The Limited Partner will not participate in or have any control over the Partnership business nor have any

right or authority to act for or bind the Partnership. Any contract or agreement to which the Partnership is made a party will be binding upon the partnership if signed by the General Partner and the execution of the contract or agreement by the General Partner will be conclusive evidence to any third party that all authorizations and consents required under this Agreement have been obtained. 5.2 POWERS OF GENERAL PARTNER: Except as otherwise expressly provided in the Agreement, the General Partner will possess and enjoy all the rights and powers of a General Partner under the laws of California, including, but not limited to, the power to: 5.2.1 Purchase assets and execute and deliver any collateral or related documents, security agreements, deeds of trust or other documents and instruments concerning the purchase; 5.2.2 Borrow money, on behalf of the Partnership, in connection with financing any transactions; 5.2.3 Finance, manage, expand and further develop the business of the Partnership; 5.2.4 Sell Units on the terms set forth in this Agreement; and

right or authority to act for or bind the Partnership. Any contract or agreement to which the Partnership is made a party will be binding upon the partnership if signed by the General Partner and the execution of the contract or agreement by the General Partner will be conclusive evidence to any third party that all authorizations and consents required under this Agreement have been obtained. 5.2 POWERS OF GENERAL PARTNER: Except as otherwise expressly provided in the Agreement, the General Partner will possess and enjoy all the rights and powers of a General Partner under the laws of California, including, but not limited to, the power to: 5.2.1 Purchase assets and execute and deliver any collateral or related documents, security agreements, deeds of trust or other documents and instruments concerning the purchase; 5.2.2 Borrow money, on behalf of the Partnership, in connection with financing any transactions; 5.2.3 Finance, manage, expand and further develop the business of the Partnership; 5.2.4 Sell Units on the terms set forth in this Agreement; and 5.2.5 Execute any other documents necessary or appropriate to carry out the intention and purposes of this Agreement 5.3 CONSENT OF PARTNERS: The General Partner, without the prior written consent of the Partners holding at least a majority of the aggregate Capital Interest of the Partnership, is expressly prohibited from: 5.3.1 Continuing the business of the Partnership upon the removal, withdrawal, dissolution, retirement, resignation or bankruptcy of the General Partner or an assignment for the benefits of its creditors by the General Partner other than as may be necessary to conserve or maintain the assets of the partnership, except as otherwise provided in this Agreement: 5.3.2 Selling, exchanging, transferring assigning, encumbering, pledging or otherwise disposing of any of the Partnerships assets; and 5.3.3 Executing or delivering any assignment for the benefit of creditors of the Partnership. 5.4 RESTRICTION ON AUTHORITY OF GENERAL PARTNER: Notwithstanding Section 5.3 of this Agreement, and in addition to other acts expressly prohibited or restricted by this Agreement or by law, the General Partner is expressly prohibited from: 5.4.1 Doing any act in contravention of this Agreement:

5.4.2 Doing any act which would make it impossible to carry on the ordinary business of the Partnership; 5.4.3 Confessing a judgment against the Partnership; 5.4.4 Possessing Partnership property or selling, exchanging, transferring, assigning or leasing the rights of the Partnership in specific Partnership property for other than a Partnership purpose: 5.4.5 Admitting any other person as a Partner, except as provided in this Agreement; and 5.4.6 Performing any act which at the time the act occurred, would subject any limited Partner to liability as a General Partner in any jurisdiction in which the partnership does business. 5.5 DUTIES OF GENERAL PARTNER: The General Partner will use its best efforts to carry out the purposes, business and objectives of the Partnership; will devote the time to Partnership business as is reasonably required to carry out the Partnership's purposes, businesses and objective will use its best efforts to assure efficient management and operation of the Partnership; and will fully discharge its fiduciary duty to the partnership and

5.4.2 Doing any act which would make it impossible to carry on the ordinary business of the Partnership; 5.4.3 Confessing a judgment against the Partnership; 5.4.4 Possessing Partnership property or selling, exchanging, transferring, assigning or leasing the rights of the Partnership in specific Partnership property for other than a Partnership purpose: 5.4.5 Admitting any other person as a Partner, except as provided in this Agreement; and 5.4.6 Performing any act which at the time the act occurred, would subject any limited Partner to liability as a General Partner in any jurisdiction in which the partnership does business. 5.5 DUTIES OF GENERAL PARTNER: The General Partner will use its best efforts to carry out the purposes, business and objectives of the Partnership; will devote the time to Partnership business as is reasonably required to carry out the Partnership's purposes, businesses and objective will use its best efforts to assure efficient management and operation of the Partnership; and will fully discharge its fiduciary duty to the partnership and other Partners. Without limiting the immediately preceding sentence, and in addition to all other duties imposed by law or this Agreement the General Partner is obligated to: 5.5.1 Act in a fiduciary manner regarding the partnership, the other Partners and Partnership assets; 5.5.2 File and publish all certificates, statements or other documents required by law for the formation and operation of the Partnership and for the conduct of its business in all appropriate jurisdictions: provided, however, that performance under the Section 5.5.2 of this Agreement will be excused whenever the Limited Partner refuses to cooperate and their cooperation is required in order to perform these duties: 5.5.3 Furnish the partners with the reports and information specified in Section 8.3 of this Agreement: 5.5.4 Maintain the records of the Partnership assets and the reports of attorneys, accountants or other professionals received by the Partnership; 5.5.5 Maintain complete books of account and records regarding Partnership operations and business affairs as provided in Section 8.1 of this Agreement;

5.5.6 Keep all books and records of the Partnership available for inspection and audit by the Limited Partners or their representatives as provided in Section 8.2 of this Agreement; 5.5.7 Use its best efforts to maintain the status of the Partnership as a "partnership" for Federal income tax purposes; 5.5.8 File all Federal, state or local tax returns and reports and make all other filings which are required by law or governmental agencies; 5.5.9 Invest the finds of the Partnership (including reserves) which are not distributed to the Partners and are, in the General Partner's present opinion. temporarily not required for the conducts of the Partnership's business, in government-insured interest-bearing savings accounts, short-term governmental obligations or certificates of deposit of a commercial bank having at least $250,000,000 of net worth; and 5.5.10 Cause the Partnership to make timely Federal income tax elections as may be in the best interests of the Partners. 5.6 COMPENSATION OF GENERAL PARTNER: The compensation of the General Partner under this Agreement are limited to 2O% of the proceeds of the sale of the Partnership assets and 20% of the Profits, Losses and distributions of the Partnership. The General Partner shall be allocated a $500,000 interest in the proceeds of the real estate now owned by the Partnership, which is located in the Dominican Republic and which is more fully described at Exhibit C hereto. The Limited Partner shall be allocated a $2.0 million interest in the

5.5.6 Keep all books and records of the Partnership available for inspection and audit by the Limited Partners or their representatives as provided in Section 8.2 of this Agreement; 5.5.7 Use its best efforts to maintain the status of the Partnership as a "partnership" for Federal income tax purposes; 5.5.8 File all Federal, state or local tax returns and reports and make all other filings which are required by law or governmental agencies; 5.5.9 Invest the finds of the Partnership (including reserves) which are not distributed to the Partners and are, in the General Partner's present opinion. temporarily not required for the conducts of the Partnership's business, in government-insured interest-bearing savings accounts, short-term governmental obligations or certificates of deposit of a commercial bank having at least $250,000,000 of net worth; and 5.5.10 Cause the Partnership to make timely Federal income tax elections as may be in the best interests of the Partners. 5.6 COMPENSATION OF GENERAL PARTNER: The compensation of the General Partner under this Agreement are limited to 2O% of the proceeds of the sale of the Partnership assets and 20% of the Profits, Losses and distributions of the Partnership. The General Partner shall be allocated a $500,000 interest in the proceeds of the real estate now owned by the Partnership, which is located in the Dominican Republic and which is more fully described at Exhibit C hereto. The Limited Partner shall be allocated a $2.0 million interest in the proceeds. If the real estate is sold for less than a total of $2.5 million the net proceeds shall be allocated in the Partnership Profit Ratio. 5.7 REMOVAL OF GENERAL PARTNER: 5.7.1 The General Partner may be removed only in accordance with 5.1 above, by an affirmative vote of the Partners holding at least a majority of the aggregate Capital Interests of the Partnership. A written notice signed by the partners voting for removal will be delivered to the General Partner informing it of its removal and specifying the effective date of its removal. This notice concurrently will be sent to all the Partners. 5.7.2 The General Partner's removal will be effective as of the date specified in the notice provided for in Section 5.7.1 of this Agreement. This removal date will not be less than 10 nor more than 30 days from the date on which the notice is mailed. 5.7.3 If the General Partner is removed as provided in this Agreement, the provisions of Section 6.6 and 6.7 of this Agreement will apply.

5.8 INDEMNIFICATION OF GENERAL PARTNER: The Partnership will indemnify and hold harmless the General Partner (and any other Partner found to be liable as a General Partner) from any loss or damage incurred by reason of any act performed or omitted by the General Partner in good faith on behalf of the Partnership and in a manner within the scope of the authority granted to the General Partner by this Agreement and in the best interests of the partnership, provided that (i) the acts or missions do not constitute gross misconduct, breach of fiduciary duty or intentional breach of the terms of this Agreement, and (ii) the satisfaction of any indemnification and holding harmless will be from and limited to Partnership assets and the Limited Partners will not have any personal or other liability on account of the indemnification and holding harmless of the General Partner. 5.9 RIGHTS OF LIMITED PARTNERS: In addition to all other rights and powers possessed by a limited partner in a limited partnership under the laws of California, the Limited Partners, holding at least a majority of the aggregate Capital Interest of the Partnership, will be entitled to: 5.9.1 Amend the Agreement as provided in Section 10.11 hereof; 5.9.2 Dissolve the Partnership as provided in Section 1.6 hereof;

5.8 INDEMNIFICATION OF GENERAL PARTNER: The Partnership will indemnify and hold harmless the General Partner (and any other Partner found to be liable as a General Partner) from any loss or damage incurred by reason of any act performed or omitted by the General Partner in good faith on behalf of the Partnership and in a manner within the scope of the authority granted to the General Partner by this Agreement and in the best interests of the partnership, provided that (i) the acts or missions do not constitute gross misconduct, breach of fiduciary duty or intentional breach of the terms of this Agreement, and (ii) the satisfaction of any indemnification and holding harmless will be from and limited to Partnership assets and the Limited Partners will not have any personal or other liability on account of the indemnification and holding harmless of the General Partner. 5.9 RIGHTS OF LIMITED PARTNERS: In addition to all other rights and powers possessed by a limited partner in a limited partnership under the laws of California, the Limited Partners, holding at least a majority of the aggregate Capital Interest of the Partnership, will be entitled to: 5.9.1 Amend the Agreement as provided in Section 10.11 hereof; 5.9.2 Dissolve the Partnership as provided in Section 1.6 hereof; 5.9.3 Remove the General Partner as provided in Section 5.7 hereof; and 5.9.4 Approve or disapprove the sale of any assets of the partnership as provided in Section 5.3.2 hereof. 5.10 OTHER ACTIVITIES OF PARTNERS: The Limited Partners and their affiliates and the General Partner and its affiliates may engage in other businesses similar in nature to the businesses of the Partnership or otherwise without any duty or obligation to offer any business opportunity to the Partnership or the other Partners or to account to the Partnership or the other Partners regarding the business Opportunity or the profits derived from such business opportunities. The Limited Partners understand and agree that the General Partner and its Affiliates already are involved in other activities and business, that they will engage in other activities and businesses and that the General Partner and its Affiliates will not be required to devote their full time to the business of the Partnership but only the time and effort reasonably required to fulfill the obligations of the General Partner 5.11 INSURANCE 5.11.1 The Partnership will maintain at all times commercial general liability insurance

5.11.2 The Partnership will maintain other types of insurance, as appropriate for the activities of the Partnership, all in amounts as the General Partner deems prudent in its reasonable and good faith business judgment. All insurance policies will name the partnership as the insured party. 5.12 MEETINGS: Meetings of the Partners may be called by the General Partner or any Limited Partner holding more than 10% of the aggregate Capital Interest of the Partnership for any matters for which the Partners may vote on as set forth in this Agreement. A list of the names and addresses of all Limited Partners will be maintained as part of the books and records of the Partnership and will be made available upon request to any Limited Partner or his representative for duplication at cost. Upon receipt of a written request either in person or by registered mail stating the purpose of the meeting, the General Partner will provide all Partners within ten days after receipt of the request, written notice of the meeting and purpose of the meeting. The meeting will be held on a date not less than 10 not more than 30 days after receipt for the request, at a time and place convenient to the Partners. ARTICLE VI 6. ADMISSION AND WITHDRAWAL OF PARTNERS AND TRANSFER OF PARTNERSHIP INTERESTS 6.1 DEFINITIONS: 6.1.1 "Admission" of a Partner means the addition of a new Partner to the Partnership other than through the

5.11.2 The Partnership will maintain other types of insurance, as appropriate for the activities of the Partnership, all in amounts as the General Partner deems prudent in its reasonable and good faith business judgment. All insurance policies will name the partnership as the insured party. 5.12 MEETINGS: Meetings of the Partners may be called by the General Partner or any Limited Partner holding more than 10% of the aggregate Capital Interest of the Partnership for any matters for which the Partners may vote on as set forth in this Agreement. A list of the names and addresses of all Limited Partners will be maintained as part of the books and records of the Partnership and will be made available upon request to any Limited Partner or his representative for duplication at cost. Upon receipt of a written request either in person or by registered mail stating the purpose of the meeting, the General Partner will provide all Partners within ten days after receipt of the request, written notice of the meeting and purpose of the meeting. The meeting will be held on a date not less than 10 not more than 30 days after receipt for the request, at a time and place convenient to the Partners. ARTICLE VI 6. ADMISSION AND WITHDRAWAL OF PARTNERS AND TRANSFER OF PARTNERSHIP INTERESTS 6.1 DEFINITIONS: 6.1.1 "Admission" of a Partner means the addition of a new Partner to the Partnership other than through the transfer of an existing Partnership interest. 6.1.2 "Withdrawal" of a Partner means the retirement or withdrawal of a Partner. 6.1.3 "Transfer" of an interest in the Partnership means the transfer, alienation, sale, assignment, levy, pledge or other disposition or encumbrance of all or any part of an existing interest in the Partnership, whether voluntary or involuntary. 6.1.4 "Involuntary Transfer" means a Transfer arising by reason of the death, dissolution, insanity, incompetency, insolvency or bankruptcy of a Partner, or by operation of law or to comply with any law, order, proclamation, regulation, ordinance. demand or requirement of any governmental agency or by judicial levy. 6.2 ADMISSION OR WITHDRAWAL OF A PARTNER: 6.2.1 Any admission or Withdrawal of a Partner will be deemed to occur effective on the first day of the calendar month in which the Admission or Withdrawal occurs, and any transfer will be deemed to occur effective on the first day of the calendar month in which the Transfer occurs.

6.2.2 No person will he admitted as a Limited Partner without the prior written consent of all Partners. 6.2.3 No person will be admitted as a General Partner without the prior written consent of all Partners. 6.2.4 In the event of the Admission of a Partner or the withdrawal of a Partner, this Agreement will be promptly amended as necessary to reflect any changes in the Profit and Loss allocations of the Partners, to reflect the Capital contribution of the newly admitted Partner or the withdrawal of capital by a withdrawing Partner, and to set forth any new provisions or to amend any existing provisions of the Agreement which may be necessary or desirable in light of the Admission or Withdrawal of a Partner. 6.2.5 A General Partner may withdraw at any time provided, however, that the withdrawal will be effective on the tenth day following written notice to each Partner of this intention to do so. 6.3 TRANSFER OF PARTNERSHIP INTEREST: 6.3.1 Except as otherwise provided in this Agreement or by law, a Limited Partner may not Transfer all or any

6.2.2 No person will he admitted as a Limited Partner without the prior written consent of all Partners. 6.2.3 No person will be admitted as a General Partner without the prior written consent of all Partners. 6.2.4 In the event of the Admission of a Partner or the withdrawal of a Partner, this Agreement will be promptly amended as necessary to reflect any changes in the Profit and Loss allocations of the Partners, to reflect the Capital contribution of the newly admitted Partner or the withdrawal of capital by a withdrawing Partner, and to set forth any new provisions or to amend any existing provisions of the Agreement which may be necessary or desirable in light of the Admission or Withdrawal of a Partner. 6.2.5 A General Partner may withdraw at any time provided, however, that the withdrawal will be effective on the tenth day following written notice to each Partner of this intention to do so. 6.3 TRANSFER OF PARTNERSHIP INTEREST: 6.3.1 Except as otherwise provided in this Agreement or by law, a Limited Partner may not Transfer all or any part of its interest as a Partner in the partnership without the written consent of the General Partner, which consent will not be unreasonable withheld. 6.3.2 Unless a transfer will cause the acceleration or breach of a note secured by a Partnership property, consent of the General Partner will not be required if the Transfer is an Involuntary Transfer, or if the Transfer is to an existing Partner; or, if any partner is a joint venture or partnership or corporation and the Transfer is to a member of the joint venture or partnership or a shareholder of the corporation who was such a member or shareholder at the time this Agreement is executed: or if the Transfer is to or for the benefit of the spouse or a lineal descendant or ancestor of the transferring Partner: or if the Transfer is by any corporation to a shareholder; or if the Transfer is to a trust, Keogh, 40 1(k) or profit sharing plan for the benefit of the majority of outstanding shares or other ownership interests in the transferee are owned by any of the foregoing transferors; except for an Involuntary Transfer, consent shall be required if the Transfer is of less than the entire interest in the Partnership of the transferor. 6.4 RIGHT OF FIRST REFUSAL: A Partner (referred to in this Section 6.4 of the Agreement as the "Selling Partner") may not, except as otherwise permitted in this Section 6.4 of this Agreement, exchange, sell, or transfer all or any portion of its interest in the Partnership to any person for value without first offering the same for a period of thirty (30) days to the Partnership, at a price upon terms no less favorable than those which the Selling Partner is willing to accept from the Third Party, and be accompanied by a true copy of the third party's offer. For thirty (30) days after receipt of the written offer, the Partnership has the right to accept the Selling Partner's offer by written notice of the acceptance to the Selling Partner. If the offer is accepted, the Selling Partner and the Partnership will consummate the sale as soon thereafter

as is reasonably possible. If the offer is not accepted, the Selling Partners must offer such Partnership interest to all of the remaining Limited Partners. Any accepting Partner shall acquire offered Partnership interests in proportion to their relative Capital Interests. If the Partnership or the remaining Partners have not accepted the offer to purchase the Selling Partner's interest within the thirty (30) day period, the Selling Partner may exchange, sell or transfer its interest to a third party only at a price and on terms no less favorable to the Selling partner than the price and terms offered to the partnership, without the further consent of the General Partner. If the Selling Partner does not sell its interest to its proposed third party buyer within six months after the Partnership refused the interest, the Selling Partner will be obligated to again comply with this Section 6.4 of this Agreement. The provisions of this Section 6.4 of this Agreement will not apply to a transaction described in Section 6.3.2 of this Agreement. Any disputes that arise between the Partnership and the Selling Partner over the price at which, and the terms of which, the Partnership may purchase the Selling Partner's interest pursuant to this Section 6.4 of this Agreement will be resolved by arbitration. A majority of a panel of three arbitrators will decide all disputed issues as promptly as possible. The Partnership and the Selling Partner each will select an arbitrator for the panel with the first two arbitrators selecting the third arbitrator. If the first two arbitrators are unable to select the third arbitrator then the third arbitrator will be selected by the Los Angeles office of the American Arbitration Association, whose rules and procedures will govern the arbitration proceedings.

as is reasonably possible. If the offer is not accepted, the Selling Partners must offer such Partnership interest to all of the remaining Limited Partners. Any accepting Partner shall acquire offered Partnership interests in proportion to their relative Capital Interests. If the Partnership or the remaining Partners have not accepted the offer to purchase the Selling Partner's interest within the thirty (30) day period, the Selling Partner may exchange, sell or transfer its interest to a third party only at a price and on terms no less favorable to the Selling partner than the price and terms offered to the partnership, without the further consent of the General Partner. If the Selling Partner does not sell its interest to its proposed third party buyer within six months after the Partnership refused the interest, the Selling Partner will be obligated to again comply with this Section 6.4 of this Agreement. The provisions of this Section 6.4 of this Agreement will not apply to a transaction described in Section 6.3.2 of this Agreement. Any disputes that arise between the Partnership and the Selling Partner over the price at which, and the terms of which, the Partnership may purchase the Selling Partner's interest pursuant to this Section 6.4 of this Agreement will be resolved by arbitration. A majority of a panel of three arbitrators will decide all disputed issues as promptly as possible. The Partnership and the Selling Partner each will select an arbitrator for the panel with the first two arbitrators selecting the third arbitrator. If the first two arbitrators are unable to select the third arbitrator then the third arbitrator will be selected by the Los Angeles office of the American Arbitration Association, whose rules and procedures will govern the arbitration proceedings. 6.5 SUBSTITUTED LIMITED PARTNERS AND ASSIGNEES: 6.5.1 The transferee or proposed transferee of all or any part of a Limited Partner's interest in the Partnership will not have the right to become a substituted Limited partner in place of the transferor of the Limited Partner's interest unless a fully executed, verified and acknowledged written assignment has been filed with the General Partner expressly stating that it is the transferor's intention that the transferee become Limited Partner in the transferor's place and the transferor and transferee have executed, verified and acknowledged all other documents, in form and substance reasonably satisfactory to the General Partner, as the General Partner may reasonably deem necessary or desirable to effect the Admission of a substituted Limited Partner, including the appointment of the General Partner as the transferee's attorney-in-fact as provided in Section 10.3 of this agreement and the written acceptance and adoption by the transferee of the provisions of this Agreement and any amendments to this Agreement. The transferee (including a legatee, distributee or successor) will pay all reasonable expenses regarding admission as substituted Limited Partner, including, but not limited to, the cost of the preparation, filing and publishing of any amendment to this Agreement. After a transferee has become a substituted Limited Partner, the General Partner will promptly take the necessary and appropriate steps to prepare and record an amendment to this Agreement and each substituted Limited Partner agrees that its duly appointed attorney-in-fact may execute the amendment on its behalf. 6.5.2 A party which becomes a substituted Limited Partner succeeds to all of the rights and powers and is subject to all of the obligations, restrictions and liabilities of a Partner to the interest in the partnership which is acquired by the party

6.5.3 A transferee who does not become a substituted Limited Partner will be entitled only to receive the share cash distributions and the return of Capital Contributions to which the Partner from whom it acquired its interest in the partnership would have been entitled for the interest acquired but, notwithstanding any other revisions in this Agreement to the contrary, will have no right to require any information or account of Partnership books and no other rights and powers of a Partner. A transferee nevertheless is subject to all of the provisions of this Agreement and to all of the obligations, restrictions and liabilities under this Agreement for the interest acquired. 6.5.4 Until the time when the transferee of an interest in the Partnership becomes a substituted Limited Partner, the transferor of the interest remains subject to all of the obligations, restrictions and liabilities under this Agreement for the interest and retains all rights and powers of a Partner for the interest other than the right to receive cash distributions and the return of the Capital Contribution. 6.6 CONTINUATION OF PARTNERSHIP INTERESTS: 6.6.1 In the event of the removal, withdrawal, dissolution, retirement, resignation or bankruptcy of the General Partner or an assignment for the benefit of its creditors by the General Partner, the Limited Partners holding a majority of the aggregate Capital interest of the Partnership may continue the business of the Partnership for the

6.5.3 A transferee who does not become a substituted Limited Partner will be entitled only to receive the share cash distributions and the return of Capital Contributions to which the Partner from whom it acquired its interest in the partnership would have been entitled for the interest acquired but, notwithstanding any other revisions in this Agreement to the contrary, will have no right to require any information or account of Partnership books and no other rights and powers of a Partner. A transferee nevertheless is subject to all of the provisions of this Agreement and to all of the obligations, restrictions and liabilities under this Agreement for the interest acquired. 6.5.4 Until the time when the transferee of an interest in the Partnership becomes a substituted Limited Partner, the transferor of the interest remains subject to all of the obligations, restrictions and liabilities under this Agreement for the interest and retains all rights and powers of a Partner for the interest other than the right to receive cash distributions and the return of the Capital Contribution. 6.6 CONTINUATION OF PARTNERSHIP INTERESTS: 6.6.1 In the event of the removal, withdrawal, dissolution, retirement, resignation or bankruptcy of the General Partner or an assignment for the benefit of its creditors by the General Partner, the Limited Partners holding a majority of the aggregate Capital interest of the Partnership may continue the business of the Partnership for the balance of the term specified in this Agreement by electing a successor General Partner. Upon the election of a successor General Partner, the predecessor General Partner will cease to be a General Partner in the Partnership and its then general partner interest in the Partnership will be convened into a comparable limited partners interest with the same rights and priorities to distributions of cash. 6.6.2 The successor General Partner will agree in writing to be bound by the provisions of this Agreement, and thereafter, will be deemed to be the "General Partner" under this Agreement. To create and provide any successor General Partner with an interest in the Partnership's Profits, Losses and cash distributions, the Limited Partners holding at least a majority of the aggregate Capital Interest of the Partnership may assign to the successor General Partner's rights to allocations of Profits and Losses pursuant to Section 3.2 hereof and to distributions of cash pursuant to Section 3.3 hereof commencing with the date the predecessor General Partner's rights thereto terminate pursuant to Section 6.6.1 above. 6.7 CONTINUATION OF GENERAL PARTNER'S OBLIGATIONS: The removal, withdrawal, retirement, resignation or assignment for the benefit of its creditors of a General Partner will not relieve such General Partner of any of its obligations to the Limited Partner of the Partnership which previously may have arisen under this Agreement.

ARTICLE VII 7. DISSOLUTION AND LIQUIDATION 7.1 WINDING UP AFFAIRS AND LIQUIDATION: Upon the expiration of the term of the Partnership as provided in Section 1.6 of this Agreement, the Partnership will be dissolved. Upon its dissolution, the persons required or permitted by law to carry out the winding up of the affairs of the Partnership ("Liquidator") will: (i) promptly notify all Partners of the dissolution; (ii) proceed to liquidate the assets of the Partnership by converting the assets into cash insofar as deemed practicable by the Liquidator at the highest price obtainable; (iii) wind up the affairs of the Partnership; and (iv) after paying or providing for the payment of all liabilities and obligations of the Partnership, distribute the proceeds of liquidation and other assets of the Partnership as provided by law and the terms of this Agreement. 7.2 DISTRIBUTION ON DISSOLUTION: Following the dissolution of the Partnership, the proceeds of liquidation and other assets of the Partnership will be applied and distributed in the following order of priority: 7.2.1 To the payment of debts and liabilities of the Partnership (other than any loans and advances that may have been made by any of the Partners, or amounts owing to any of the Partners) and the expenses of liquidation; 7.2.2 To the setting up of any reserves that the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership, which reserves will be paid over to an escrow holder designated by the Liquidator to be held of the purpose of disbursing the reserves in payment of any contingent or

ARTICLE VII 7. DISSOLUTION AND LIQUIDATION 7.1 WINDING UP AFFAIRS AND LIQUIDATION: Upon the expiration of the term of the Partnership as provided in Section 1.6 of this Agreement, the Partnership will be dissolved. Upon its dissolution, the persons required or permitted by law to carry out the winding up of the affairs of the Partnership ("Liquidator") will: (i) promptly notify all Partners of the dissolution; (ii) proceed to liquidate the assets of the Partnership by converting the assets into cash insofar as deemed practicable by the Liquidator at the highest price obtainable; (iii) wind up the affairs of the Partnership; and (iv) after paying or providing for the payment of all liabilities and obligations of the Partnership, distribute the proceeds of liquidation and other assets of the Partnership as provided by law and the terms of this Agreement. 7.2 DISTRIBUTION ON DISSOLUTION: Following the dissolution of the Partnership, the proceeds of liquidation and other assets of the Partnership will be applied and distributed in the following order of priority: 7.2.1 To the payment of debts and liabilities of the Partnership (other than any loans and advances that may have been made by any of the Partners, or amounts owing to any of the Partners) and the expenses of liquidation; 7.2.2 To the setting up of any reserves that the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership, which reserves will be paid over to an escrow holder designated by the Liquidator to be held of the purpose of disbursing the reserves in payment of any contingent or unforeseen liabilities, and, at the expiration of a period as the Liquidator deems advisable, any balance remaining to be distributed in the manner hereafter provided; 7.2.3 To the payment of any loans and advances that may have been made by any of the Partners or amounts owing to any of the Partners, except for amounts included in Section 7.2.4; and 7.2.4 To the partners as provided in Section 3.3.1 of this Agreement. 7.3 ASSETS OTHER THAN CASH: Assets other than cash will be distributed in kind on the basis of: (i) in the case of notes receivable, a fractional interest as tenant-in-common with other Partners determined by a Partner's Capital Interest in the Partnership and (ii) in the case of other assets, their then fair market value as determined by an independent appraiser of the American Institute of Real Estate Appraisers. To the extent feasible, each Partner will be entitled to determine to what extent it wishes to have distributions to it made in cash or in kind. As necessary, distributions in kind will be made to the Partners as tenants-in-common.

ARTICLE VIII 8. BOOKS OF ACCOUNT AND PARTNERSHIP RECORDS 8.1 BOOKS OF ACCOUNT: The General Partner will keep and maintain, or cause to be kept and maintained, in accordance with generally accepted accounting principles consistently applied from year to year, complete and accurate books, records and accounts of' the Partnership. These books will be closed and balanced annually as of the end of each Accounting Period. An accounting of all items of receipts, income, profits, costs, expenses and losses will be made by the General Partner annually as of the last day of each Accounting Period and also upon termination of this Agreement. 8.2 INSPECTION: All books, records and account of the Partnership are the property of the Partnership and will be kept at all times at an office of the General Partner. All Partners and their duly authorized representatives have the right to examine the books, records and accounts at their place of normal storage at any and all reasonable times and to make copies or extracts at the inspecting Partner's expense. 8.3 REPORTS: 8.3.1 Within 120 days after the end of each calendar year of the Partnership's operation, the General Partner will furnish each Partner with an unaudited statement of income for the year.

ARTICLE VIII 8. BOOKS OF ACCOUNT AND PARTNERSHIP RECORDS 8.1 BOOKS OF ACCOUNT: The General Partner will keep and maintain, or cause to be kept and maintained, in accordance with generally accepted accounting principles consistently applied from year to year, complete and accurate books, records and accounts of' the Partnership. These books will be closed and balanced annually as of the end of each Accounting Period. An accounting of all items of receipts, income, profits, costs, expenses and losses will be made by the General Partner annually as of the last day of each Accounting Period and also upon termination of this Agreement. 8.2 INSPECTION: All books, records and account of the Partnership are the property of the Partnership and will be kept at all times at an office of the General Partner. All Partners and their duly authorized representatives have the right to examine the books, records and accounts at their place of normal storage at any and all reasonable times and to make copies or extracts at the inspecting Partner's expense. 8.3 REPORTS: 8.3.1 Within 120 days after the end of each calendar year of the Partnership's operation, the General Partner will furnish each Partner with an unaudited statement of income for the year. 8.3.2 Each year the General Partner will furnish each Partner with the information concerning the Partnership that is necessary for the preparation of the Partners' Federal income tax returns. 8.3.3 Each year the General Partner will furnish each Partner with an unaudited annual report containing: (i) a balance sheet as of the end of the Partnership's fiscal year and statements of income. Partners' equity, and changes in financial position and a cash flow statement for the fiscal year and (ii) a report of the activities of the Partnership during the fiscal year. 8.3.4 Except as otherwise expressly provided in this Agreement, all of the reports and information to be furnished pursuant to this Section 8.3 of this Agreement will be furnished at the expense of the Partnership and, unless required to be certified by an independent certified public accountant, will be certified by the General Partner. The General Partner also will furnish to any Partner, at the Partner's expense, any other reports on the Partnership's operation and condition as the Partner may reasonably request. 8.4 BANK ACCOUNTS: The General Partner will maintain in a bank which is a member of the Federal Deposit Insurance Corporation one or more accounts, which accounts will be used for the payment of the disbursements properly chargeable to the Partnership, and in which will be deposited the receipts and income received from the Partnership business. In addition, there will he deposited in the accounts all amounts borrowed from third parties. All income, receipts and amounts required by this Section 8.4 of this Agreement to be deposited in the

accounts will be the property of the Partnership and received, held and disbursed by the General Partner only for the purposes specified in this Agreement. There will not be deposited in any accounts any funds other than those specified above, and no other hinds will be commingled with these funds. Withdrawals will be made from the accounts only for the purpose of paying Partnership expenditures or distributions authorized by this Agreement. 8.5 ACCOUNTING DECISIONS: All decisions as to accounting elections, except as specific provided to the contrary in this Agreement will be made by the General Partner in accordance with generally accepted accounting principles consistently applied and taking into account the best interests of the Limited Partners. 8.6 FEDERAL INCOME TAX ELECTIONS: 8.6.1 The Partnership may, to the extent permitted by applicable statues and regulations, or upon obtaining any necessary approvals of the Commissioner of Internal Revenue, elect to use the methods or types of depreciation as will permit the highest depreciation deductions in the early years of the life of an asset, unless or until the General Partners determines upon the advice of the Partnership's accountants that another method will be more favorable to the Limited Partners.

accounts will be the property of the Partnership and received, held and disbursed by the General Partner only for the purposes specified in this Agreement. There will not be deposited in any accounts any funds other than those specified above, and no other hinds will be commingled with these funds. Withdrawals will be made from the accounts only for the purpose of paying Partnership expenditures or distributions authorized by this Agreement. 8.5 ACCOUNTING DECISIONS: All decisions as to accounting elections, except as specific provided to the contrary in this Agreement will be made by the General Partner in accordance with generally accepted accounting principles consistently applied and taking into account the best interests of the Limited Partners. 8.6 FEDERAL INCOME TAX ELECTIONS: 8.6.1 The Partnership may, to the extent permitted by applicable statues and regulations, or upon obtaining any necessary approvals of the Commissioner of Internal Revenue, elect to use the methods or types of depreciation as will permit the highest depreciation deductions in the early years of the life of an asset, unless or until the General Partners determines upon the advice of the Partnership's accountants that another method will be more favorable to the Limited Partners. 8.6.2 The General Partner, upon the written request of Partners holding at least a majority of the aggregate Capital Interest of the Partnership, agrees to timely file an election pursuant to Section 754 of the Internal Revenue Code of 1954, as amended, to adjust the basis of the Partnership's property. ARTICLE IX 9. REPRESENTATIONS AND WARRANTIES OF THE PARTNERS 9.1 GENERAL PARTNER: The General Partner warrants and represents to the Limited Partners as follows: 9.1.1 The General Partner (and its signatory to this Agreement) has all authority required to enter into this Agreement and has obtained all requisite consents and approvals and, when executed by the General Partner's signatory, this Agreement will be binding on the General Partner subject only to the Limited Partner's due execution of the Agreement. 9.1.2 The General Partner covenants and agrees, for the benefit of the Limited Partners, that throughout the term of' this Agreement it will at all times use its best efforts, acting as a fiduciary on behalf of the Limited Partners, to: (i) perform or cause to be performed its obligations under this Agreement and all other agreements and documents executed in furtherance or in connection with this Agreement and (ii) do or cause to be done all things necessary or proper within its power or control to protect the rights of the Limited Partners.

9.2 LIMITED PARTNERS: The Limited Partners warrant and represent to the General Partner as follows: 9.2.1 Each Limited Partner is acquiring its interest in the Partnership as an investment for itself and not for the benefit of any other person, and has no present intention to resell or otherwise transfer all or any portion of the interest. Each Limited Partner acknowledges that the Partnership interest will not be, and the Limited Partner has no right to require that they be, registered under the securities laws of any State other than California. Each Limited Partner acknowledges that the California Commissioner of Corporations requires that the following legend be placed on any evidence of ownership of Units held by California residents: "IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THE SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREOF, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES." 9.2.2 Each Limited Partner (and its signatory to this Agreement) has all authority required to enter into this Agreement and has obtained all requisite consents and approvals and, when executed by the Limited Partner, this Agreement shall be binding on the Limited Partner subject only to its due execution by other Partners. Proof of the above may be requested by the General Partners at its discretion.

9.2 LIMITED PARTNERS: The Limited Partners warrant and represent to the General Partner as follows: 9.2.1 Each Limited Partner is acquiring its interest in the Partnership as an investment for itself and not for the benefit of any other person, and has no present intention to resell or otherwise transfer all or any portion of the interest. Each Limited Partner acknowledges that the Partnership interest will not be, and the Limited Partner has no right to require that they be, registered under the securities laws of any State other than California. Each Limited Partner acknowledges that the California Commissioner of Corporations requires that the following legend be placed on any evidence of ownership of Units held by California residents: "IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THE SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREOF, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES." 9.2.2 Each Limited Partner (and its signatory to this Agreement) has all authority required to enter into this Agreement and has obtained all requisite consents and approvals and, when executed by the Limited Partner, this Agreement shall be binding on the Limited Partner subject only to its due execution by other Partners. Proof of the above may be requested by the General Partners at its discretion. 9.2.3 Based upon each Limited Partner's investment expertise gained through experience, educational background, consultation with qualified advisors, prior experience with similar investments or a combination thereof, each Limited Partner believes that its investment in the Partnership is suitable for it in view of his financial and tax situation, investment objectives and investment objectives of the Partnership. ARTICLE X 10. MISCELLANEOUS PROVISIONS 10.1 NOTICES: All notices, consents, waivers, request, votes or other Instruments or communications provided for under this Agreement ("notices") will be in writing, signed by the parties giving the notice, and will be deemed properly given when actually received or when deposited in the United States mail, if sent by registered or certified mail, return receipt requested, first class postage and fees prepaid, addressed to the addresses as set forth in Exhibits A and B. Each Partner may, by notice to all other Partners, specify a new address for the receipt of notices.

10.2 CONSENTS DEEMED GIVEN IF NOT WITHHELD: Whenever a consent, approval waiver or affirmative vote of a Partner is required under this Agreement or is desirable regarding any transaction, the Partner will be given notice requesting the consent, approval, waiver or affirmative vote. If the Partner does not respond within thirty (30) days (or the time period specified if a different period is provided in the notice) after receipt of the notice, by delivery of a notice to the General Partner (which includes a facsimile) specifically withholding, or indicating an inability at the time to give the Partner's consent, approval, waiver or affirmative vote, or requesting additional pertinent documentation or information, then the Partner will be deemed conclusively to have given his consent, approval, waiver or affirmative vote. 10.3 LIMITED POWER OF ATTORNEY: Each Limited Partner, by its execution of this Agreement, irrevocably constitutes and appoints the General Partner as its true and lawful attorney and agent, and to file or record in any appropriate public office: (i) any certificate or other instrument which may be necessary, desirable or appropriate to qualify or to continue the Partnership as a limited partnership or to transact business as a limited partnership in any jurisdiction in which the Partnership conducts business; (ii) any amendment to this Agreement or to any certificate or other instrument which may be necessary, desirable or appropriate to reflect the Admission of a Partner, the Withdrawal of a Partner or the Transfer of all or any part of the interest of a Partner in the Partnership or any additional Capital Contribution made or withdrawal of the Capital Contribution made by a Partner; (iii) any certificates or instruments which may be appropriate, necessary or desirable to reflect the dissolution and termination of the Partnership; and (iv) any documents necessary to perfect the Partnership's security interest in a Limited Partner's Units, including a UCC-1 Financing Statement. This power of attorney will be deemed to be coupled with an interest and will survive the transfer by the Limited Partner of its interest in the

10.2 CONSENTS DEEMED GIVEN IF NOT WITHHELD: Whenever a consent, approval waiver or affirmative vote of a Partner is required under this Agreement or is desirable regarding any transaction, the Partner will be given notice requesting the consent, approval, waiver or affirmative vote. If the Partner does not respond within thirty (30) days (or the time period specified if a different period is provided in the notice) after receipt of the notice, by delivery of a notice to the General Partner (which includes a facsimile) specifically withholding, or indicating an inability at the time to give the Partner's consent, approval, waiver or affirmative vote, or requesting additional pertinent documentation or information, then the Partner will be deemed conclusively to have given his consent, approval, waiver or affirmative vote. 10.3 LIMITED POWER OF ATTORNEY: Each Limited Partner, by its execution of this Agreement, irrevocably constitutes and appoints the General Partner as its true and lawful attorney and agent, and to file or record in any appropriate public office: (i) any certificate or other instrument which may be necessary, desirable or appropriate to qualify or to continue the Partnership as a limited partnership or to transact business as a limited partnership in any jurisdiction in which the Partnership conducts business; (ii) any amendment to this Agreement or to any certificate or other instrument which may be necessary, desirable or appropriate to reflect the Admission of a Partner, the Withdrawal of a Partner or the Transfer of all or any part of the interest of a Partner in the Partnership or any additional Capital Contribution made or withdrawal of the Capital Contribution made by a Partner; (iii) any certificates or instruments which may be appropriate, necessary or desirable to reflect the dissolution and termination of the Partnership; and (iv) any documents necessary to perfect the Partnership's security interest in a Limited Partner's Units, including a UCC-1 Financing Statement. This power of attorney will be deemed to be coupled with an interest and will survive the transfer by the Limited Partner of its interest in the Partnership. This power of attorney to the General Partner is a limited power of attorney that does not authorize the General Partner to act on behalf of a Limited Partner except to complete the transactions described in this Section 10.3 of this Agreement. 10.4 INTEGRATION: This Agreement embodies the entire agreement and understanding which exists among the Partners relating to the subject matter of this Agreement. There are no agreements, representations, warranties, or statements regarding the subject matter of this Agreement, except as expressly set forth in this .Agreement. 10.5 APPLICABLE LAW: This Agreement and the rights of the Partners will he governed by and construed and enforced in accordance with the laws of California. 10.6 COUNTERPARTS: This Agreement may be executed in counterparts and all counterparts so executed shall constitute one Agreement binding on all the parties. It shall not be necessary for each party to execute the same counterpart. 10.7 SEVERABILITY: In case any one or more of the provisions contained in this Agreement or any application of the provisions shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions or the remaining applications will not in any way he affected or impaired.

10.8 CAPTIONS FOR CONVENIENCE: The captions and headings in this Agreement are for convenience only and will not be considered in interpreting any provision of this Agreement. 10.9 BINDING EFFECT: Except as otherwise provided to the contrary, this Agreement will be binding upon, and inure to the benefit of, the Partners and their respective heirs, executors, administrators, successors and assigns. 10.10 GENDER AND TENSE: Whenever required by the context, the singular will be deemed to include the plural, and the plural will be deemed to include the singular, and the masculine, feminine and neuter genders will each be deemed to include the other. 10.11 Amendment: This Agreement may be amended in whole or in part by an agreement in writing signed by Limited Partner holding at least a majority of the aggregate Capital Interest of the Partnership and such agreement will be recorded to reflect any such amendment.

10.8 CAPTIONS FOR CONVENIENCE: The captions and headings in this Agreement are for convenience only and will not be considered in interpreting any provision of this Agreement. 10.9 BINDING EFFECT: Except as otherwise provided to the contrary, this Agreement will be binding upon, and inure to the benefit of, the Partners and their respective heirs, executors, administrators, successors and assigns. 10.10 GENDER AND TENSE: Whenever required by the context, the singular will be deemed to include the plural, and the plural will be deemed to include the singular, and the masculine, feminine and neuter genders will each be deemed to include the other. 10.11 Amendment: This Agreement may be amended in whole or in part by an agreement in writing signed by Limited Partner holding at least a majority of the aggregate Capital Interest of the Partnership and such agreement will be recorded to reflect any such amendment. 10.12 EXHIBITS: Exhibits referred to in this Agreement are incorporated by reference into this Agreement. 10.13 WAIVER OF ACTION FOR PARTITION: Each Partner waives any right to maintain partition any investment of the Partnership during the term of the Partnership. 10.14 ATTORNEY'S FEES: In the event of the litigation, the prevailing party will be entitled to recover reasonable attorney's fees and costs from the non-prevailing party. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. General Partner: Itasca Holding Ltd., A Nevada Corporation
By: /S/ Kurt Von Hoffman ------------------------President

SIGNATURE OF LIMITED PARTNER Go Call Inc., A Delaware Corporation
By: /S/ Michael Ruge ------------------------Michael Ruge, CEO and Authorized Signatory

ITASCA HOLDING, LTD. A Nevada Corporation
By: /S/ Kurt Von Hoffman ------------------------President

SIGNATURE OF LIMITED PARTNER Go Call Inc., A Delaware Corporation
By: /S/ Michael Ruge ------------------------Michael Ruge, CEO and Authorized Signatory

ITASCA HOLDING, LTD. A Nevada Corporation
By: /S/ Kurt Von Hoffman ------------------------President

ACS FINANCIAL INC. RETIREMENT TRUST
By: /S/ Michael H. Artan ------------------------Michael H. Artan Trustee

Tide Lines, LLC. A Nevada Limited Liability Company VIA FAX Michael Ruge 2668 Larmar Road Los Angeles, Ca 90068 January 18, 2000 Dear Mr. Ruge: This is to confirm our agreement to terminate that certain agreement dated August 18, 1999 with Go Call, Inc. which called for the exchange of stock of Tide Lines, LLC. for GoBanner.com. (aka The Banner Ad Network) due to Go Call, Inc.'s inability to deliver the assets agreed upon. A copy of said agreement is attached hereto for your convenience. Please sign and return this letter as acceptance of this termination. Very truly yours Tide Lines, LLC.
/s/ Michael J. Daniel --------------------Michael J. Daniel President

Agreed and Accepted

ITASCA HOLDING, LTD. A Nevada Corporation
By: /S/ Kurt Von Hoffman ------------------------President

ACS FINANCIAL INC. RETIREMENT TRUST
By: /S/ Michael H. Artan ------------------------Michael H. Artan Trustee

Tide Lines, LLC. A Nevada Limited Liability Company VIA FAX Michael Ruge 2668 Larmar Road Los Angeles, Ca 90068 January 18, 2000 Dear Mr. Ruge: This is to confirm our agreement to terminate that certain agreement dated August 18, 1999 with Go Call, Inc. which called for the exchange of stock of Tide Lines, LLC. for GoBanner.com. (aka The Banner Ad Network) due to Go Call, Inc.'s inability to deliver the assets agreed upon. A copy of said agreement is attached hereto for your convenience. Please sign and return this letter as acceptance of this termination. Very truly yours Tide Lines, LLC.
/s/ Michael J. Daniel --------------------Michael J. Daniel President

Agreed and Accepted
/s/ Michael Ruge ---------------------Michael Ruge Go Call, Inc.

TO: GO CALL, INC. AND TO: the directors and shareholders therof

Tide Lines, LLC. A Nevada Limited Liability Company VIA FAX Michael Ruge 2668 Larmar Road Los Angeles, Ca 90068 January 18, 2000 Dear Mr. Ruge: This is to confirm our agreement to terminate that certain agreement dated August 18, 1999 with Go Call, Inc. which called for the exchange of stock of Tide Lines, LLC. for GoBanner.com. (aka The Banner Ad Network) due to Go Call, Inc.'s inability to deliver the assets agreed upon. A copy of said agreement is attached hereto for your convenience. Please sign and return this letter as acceptance of this termination. Very truly yours Tide Lines, LLC.
/s/ Michael J. Daniel --------------------Michael J. Daniel President

Agreed and Accepted
/s/ Michael Ruge ---------------------Michael Ruge Go Call, Inc.

TO: GO CALL, INC. AND TO: the directors and shareholders therof As per the decision made at the Board of Directors meeting on July 16th, 1999, I hereby submit my resignation as a Director, Chief Executive Officer and President of the Corporation, effective December 29th, 1999. DATED as of the 29 day of Dec, 1999
/s/ Michael Ruge ---------------------------Michael Ruge

ACKNOWLEDGED BY:
/s/ Irving Moon ---------------------------Irving Moon, Director /s/ James Hammer ---------------------------James Hammer, Director

TO: GO CALL, INC. AND TO: the directors and shareholders therof As per the decision made at the Board of Directors meeting on July 16th, 1999, I hereby submit my resignation as a Director, Chief Executive Officer and President of the Corporation, effective December 29th, 1999. DATED as of the 29 day of Dec, 1999
/s/ Michael Ruge ---------------------------Michael Ruge

ACKNOWLEDGED BY:
/s/ Irving Moon ---------------------------Irving Moon, Director /s/ James Hammer ---------------------------James Hammer, Director

CONSENT TO ACT, ETC. TO: GO CALL INC. (the "Corporation") AND TO: the shareholders thereof I HEREBY CONSENT to act as a director and officer of the Corporation, such consent to continue in effect unless revoked by an instrument in writing delivered to the Corporation. I HEREBY CONSENT to any meeting of directors or of any committee of directors of the Corporation to be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, such consent to continue in effect unless revoked by an instrument in writing delivered to the Corporation. DATED as of the 22 day of December, 1999.
/s/ James Hammer ------------------------JAMES HAMMER

TO: GO CALL INC.

CONSENT TO ACT, ETC. TO: GO CALL, INC. (the "Corporation") AND TO: the shareholders thereof I HEREBY CONSENT to act as Chief Executive Officer of the Corporation and to continue to act as a director

CONSENT TO ACT, ETC. TO: GO CALL INC. (the "Corporation") AND TO: the shareholders thereof I HEREBY CONSENT to act as a director and officer of the Corporation, such consent to continue in effect unless revoked by an instrument in writing delivered to the Corporation. I HEREBY CONSENT to any meeting of directors or of any committee of directors of the Corporation to be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, such consent to continue in effect unless revoked by an instrument in writing delivered to the Corporation. DATED as of the 22 day of December, 1999.
/s/ James Hammer ------------------------JAMES HAMMER

TO: GO CALL INC.

CONSENT TO ACT, ETC. TO: GO CALL, INC. (the "Corporation") AND TO: the shareholders thereof I HEREBY CONSENT to act as Chief Executive Officer of the Corporation and to continue to act as a director of the Corporation. DATED as of the 29th day of DECEMBER, 1999
/s/ Irving Insik Moon ---------------------------IRVING INSIK MOON

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS

YEAR DEC 31 1999 JAN 01 1999 DEC 31 1999 79,424 0 502,264 0 0 625,916 2,139,938 0 4,117,774 1,139,020 0

CONSENT TO ACT, ETC. TO: GO CALL, INC. (the "Corporation") AND TO: the shareholders thereof I HEREBY CONSENT to act as Chief Executive Officer of the Corporation and to continue to act as a director of the Corporation. DATED as of the 29th day of DECEMBER, 1999
/s/ Irving Insik Moon ---------------------------IRVING INSIK MOON

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

YEAR DEC 31 1999 JAN 01 1999 DEC 31 1999 79,424 0 502,264 0 0 625,916 2,139,938 0 4,117,774 1,139,020 0 0 186 22,741 2,861,371 4,117,774 613,830 680,171 247,910 4,289,886 0 0 0 (3,609,715) 0 (3,609,715) 0 0 0 (3,609,715) (.21) (.21)

ARTICLE 5 MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

YEAR DEC 31 1999 JAN 01 1999 DEC 31 1999 79,424 0 502,264 0 0 625,916 2,139,938 0 4,117,774 1,139,020 0 0 186 22,741 2,861,371 4,117,774 613,830 680,171 247,910 4,289,886 0 0 0 (3,609,715) 0 (3,609,715) 0 0 0 (3,609,715) (.21) (.21)