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Agreement
for the sale and purchase of the whole of the issued share
capital of 2Cs Communications Limited

(1)     — Charles Miller Grieve

(2)         2Cs Communications (UK) Limited




                   p
Dated        [, | uAt                        2000




                                                                  wer
                                                          £04
                                                        COMPANIES HOUSE
Osborne Clarke OWA
Bristol Office
50 Queen Charlotte Street, Bristol BS1 4HE
Telephone   01179173000     Facsimile   0117 917 3005

London Office
Hillgate House, 26 Old Bailey, London   EC4M 7HW
Telephone   020 7809 1000   Facsimile   020 7809 1005

Thames Valley Office
Apex Plaza, Forbury Road, Reading RG1 1AX
Telephone 0118 925 2000     Facsimile 0118 925 0038

Web site: www.osbomeclarke.com
                                              Contents
1. Definitions and interpretation oo. eceecssecccessesesesesecsssesvesersatestacsssneeesenenses
2. Sale and purchase...




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3. Consideration...
4. Completion.......
5. Announcements
6. Costs...
7. General oes
8. Governing law and jurisdiction...                 cise esseesctcecseseteeseetetenensestestesteensereataee 4

Schedule doc             cece sessseesesceeeneessecseeeevsnecessescacavasesseacacneseeessecseneassceuaeasessenes 6
Cnformation concerning the Company)... cecscseseceecsissesesecassesesteseetenseeneses 6




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         - This Agreement is made the           L            day of          jes               2000

          Between:


 1        Qd)     Charles     Miller   Grieve       of Elm       Grove
                  Chipping Norton, Oxon OX7 7BL ("the Vendor"); and
                                                                         Farm,    Westcote   Barton,



 1        (2)     2Cs Communications (UK) Limited (company number: 3943933)
                  whose registered office is at Hillgate House, 26 Old Bailey, London
                  EC4M 7HW("the Purchaser").

          Background:

          The Vendor has agreed to sell and the Purchaser has agreed to purchase the
          Shares (as defined below) on the terms of this Agreement.

          It is agreed as follows:

          1.      Definitions and interpretation
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          1.1    ‘In this Agreement, unless the context otherwise requires, the following
                 words have the following meanings:
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                   "this Agreement"                  this Agreement (including any schedule
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                                                     or annexure to it and any document in
                                                     agreed form);
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                   "the Company"                     2Cs Communications Limited, details of
                                                     which are set out in the Schedule;

                   “Completion”                      the completion of the sale and purchase
                                                     under this Agreement;

                   "Consideration Shares"            the 38,592 ordinary shares in the capital
                                                     of the Purchaser to be issued pursuant to
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                                                     clause 3;

                   "Qualifying Liability"            as defined in clause 5;

                   “the Shares”                      all the issued share capital of the
                                                     Company, as set out in the Schedule and

                   "Undisclosed                      as defined in clause 5.
                   Liabilities"

          1.2    In this Agreement, unless the context otherwise requires:

                 (a)        words in the singular include the plural and vice versa and
                            words in one gender include any other gender;
|
      (b)       references to clauses and the schedule are to clauses and the
                schedule of this Agreement and references to sub-clauses and
                paragraphs are references to sub-clauses and paragraphs of the
                clause or schedule in which they appear;

      (c)       "sterling" and the sign "£" mean at any time of determination
                the then official currency of the United Kingdom; and

      (d)       headings are for convenience only and shall not affect the
                construction of this Agreement.

      Sale and purchase

2.1   Subject     to    Juliane     Grieve   transferring     to   the    Vendor       her     entire
      shareholding in the capital of the Company, and subject to the terms of
      this Agreement, the Vendor shall sell and the Purchaser shall purchase,
      with effect from the date of this Agreement, the Shares with:

      (a)       full title guarantee (but free from all charges and encumbrances
                (whether monetary or not) and all other rights exercisable by
                third    parties,    which    the   Vendor     does      not,   and    could      not
                reasonably be expected to know about); and

      (b)       all rights     attaching     to or accruing        to them      at Completion
                (including all dividends            and distributions declared, paid or
                made on or after that date).

2.2   The Vendor waives all rights of pre-emption over any of the Shares
      conferred on him by the Articles of Association of the Company or in
      any other way and undertakes to take all steps necessary to waive all
      rights of pre-emption over any of the Shares.

2.3   The Purchaser shal! not be obliged to complete the purchase of any of
      the Shares unless the sale and purchase of all the Shares is completed
      simultaneously.

      Consideration

      The consideration for the Shares shall be satisfied by the issue and
      allotment by the Purchaser of the Consideration Shares to the Vendor.

      Completion

4.1   Completion shall take place at the offices of Osborne Clarke, Hillgate
      House, 26 Old Bailey, London, EC4M                     7HW      immediately following
      the signing of this Agreement.

4.2   On Completion, the following shall take place:

      (a)       the Vendor shall deliver to the Purchaser stock transfer forms,
                duly    completed      and   executed    by the       registered      holders,     in
                     favour of the Purchaser or as it may direct, together with the
                     relevant share certificates; and

           (b)       the Vendor shall procure that a Board Meeting of the Company
                     is held at which the stock transfer forms referred to in sub-
                     clause (a) are approved and, subject to being appropriately
                     stamped, registered in the Company's books.

      43   When the Vendor has complied with the provisions of sub-clause 4.2
           the Purchaser shall:-

           (a)       convene a Board Meeting at which the issue and allotment of
                     the Consideration Shares is approved;
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           (b)     — deliver to the Vendor a share certificate in relation to such
                     Consideration Shares as are issued pursuant to clause 3; and
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           (c)     "enter the Vendor as the holder of the Consideration Shares in
                     the register of members of the Purchaser.

           Warranties
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           The Vendor warrants to the Purchaser that as at Completion there is no
           liability or obligation nor have any circumstances arisen which may
           give rise to any loss, expense or damage of whatsoever nature, whether
           contingent or otherwise, but excluding for this purpose any liability to
           trade creditors in the ordinary course of business of the Company
           (together hereinafter defined as "Undisclosed Liabilities") nor has the
           Company entered into any transaction which would or is reasonably
           likely to, cause it to incur or suffer any Undisclosed Liability in excess
           of £10,000 (a “Qualifying Liability") provided that the Vendor shall
           have no liability to the Purchaser under this clause unless and until the
           aggregate of all Qualifying Liabilities is greater than £100,000, in
           which event the Vendor shall be liable for the all Qualifying Liabilities
           and not just the excess over the £100,000.

           Announcements

           No    announcement     concerning the terms of this Agreement     shall be
           made by or on behalf of any of the parties without the prior written
           consent of the other, such consent not to be unreasonably withheld or
           delayed.

           Costs

      TA   Except as set out in clause 7.2, each party shall bear its own costs and
           expenses incurred in the preparation, execution and implementation of
           this Agreement.
,
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     7.2   The Purchaser shall pay all stamp and other transfer duties and
           registration fees applicable to any document to which it is a party and
           which arise as a result of or in consequence of this Agreement.
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           General

     8.4   Entire Agreement

           (a)     This    Agreement      sets    out     the      entire    agreement      and
                   understanding between the parties in respect of the subject
                  matter of this Agreement.

           (b)     The    Purchaser    acknowledges      that it has        entered   into this
                  Agreement in reliance only upon the representations, warranties
                  and promises specifically contained or incorporated in this
                  Agreement and, save as expressly set out in this Agreement, the
                  Vendor shall have no liability in respect of any other
                  representation, warranty or promise made prior to the date of
                  this Agreement unless it was made fraudulently.

     8.2   Variation

           No purported variation of this Agreement shall be effective unless it is
           in writing ad signed by or on behalf of each of the parties.

           Counterparts

           (a)    This     Agreement     may     be     executed      in    any   number     of
                  counterparts and by the parties on separate counterparts, but
                  shail not be effective until each party has executed at least one
                  counterpart; and

           (b)    Each counterpart, when executed, shall be an original of this
                  Agreement and all counterparts shall together constitute one
                  instrument.

     8.4   Further assurance

           After Completion, the Vendor shall execute such documents and take
           such steps as the Purchaser may reasonably require to vest the full title
           to the Shares in the Purchaser and to give the Purchaser the full benefit
           of this Agreement.

           Governing law and jurisdiction

     9.1   This Agreement shall be governed by and construed in accordance with
           English Law.

     9.2   Each of the parties irrevocably submits for all purposes in connection
           with this Agreement to the exclusive jurisdiction of the courts of
           England.
This Agreement has been signed on the date appearing at the head of page 1.
                                   Schedule

                   (Information concerning the Company)

                        2Cs Communications Limited

Registered number                       01994171

Date of incorporation                   03.03.86

Place of incorporation                  England & Wales

Address of registered office            30-34      Langham    Street,   London
                                        WIN SLB

Class of company                        Private Limited Company

Authorised share capital                1,000,000 ordinary shares divided
                                        into1,000,000 shares of £1 each

Issued share capital                        10,000 ordinary shares divided
                                        into divided into 10,000 shares of
                                        £1 each

Director

Full name           Usual residential address             Nationality

Charles Grieve      Elm    Grove    Farm,      Westcote   British
                    Barton, Chipping Norton, Oxon
                    OX7 7BL

Secretary

Full name           Usual residential address

Julianne Grieve     Elm Grove Farm, Westcote Barton, Chipping Norton,
                    Oxon, OX7 7BL

Accounting reference date               30 November

Auditors                                Visana Chartered Accountants,
                                        Reliance House, 6 Thebold Street,
                                        Borehamwood, Herts, WD6 4SE

Tax residence                           England
 Signed by Charles Miller Grieve                        _)                  .
 in the presence of:                        )                                         :
 Signature of witness:
                                  J       Chaco
 Name:                   .




                         LL OM Gailey, Lender
 Address:                             ~    Ae         nak    \d CAM



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, Signed by Robert Woolliams                           )
  for and on behalf of                                 ,)    VE    VV GIL       14,
 2Cs Communications (UK) Limited)
 in the presence of:             )

 Signature of witness:       an
                                  KOWAL)                      ———
 Name:


 Address:                                       CAS    ab    ove   5



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