EXHIBIT "A"
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Section 3.3.1
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SHAREHOLDER'S LIST OF EASYTEL CANADA
FEBRUARY 11, 2000
Set forth below are the existing holders of common stock on the Effective
Date.
<TABLE>
<CAPTION>
SHARES OF SHARES OF
SHAREHOLDER NAME EASYTEL CANADA PACIFIC TELCOM, INC.
----------------------------- -------------- --------------------
<S> <C> <C>
Richard C. Goldstein 1,200,000 134,607
53 Hetherington Crescent
Thornhill, Ontario L4J 2M9
Cindy Black Goldstein 1,200,000 134,607
53 Hetherington Crescent
Thornhill, Ontario L4J 2M9
Melissa Goldstein 600,000 100,954
53 Hetherington Crescent
Thornhill, Ontario L4J 2M9
Jacob Goldstein 600,000 100,954
53 Hetherington Crescent
Thornhill, Ontario L4J 2M9
Goldstein Family Trust 300,000 33,649
53 Hetherington Crescent
Thornhill, Ontario L4J 2M9
First Republic Securities 2,100,000 168,260
53 Hetherington Crescent
Thornhill, Ontario L4J 2M9
InfoUSA 630,000 70,669
8530 Wilshire Blvd., Ste. 404
Beverly Hills, CA 90211
Sub-total 6,630,000 743,703
Richard Bogoroch 85,100 9,546
15 Caravan Dr.
North York, ON M3B 1M9
Michael Bourgon 42,550 4,773
18 Hume Dr.
Cambridge, ON N1T 2W1
Brian Crossley 85,100 9,546
844 Maple Ave.
Milton, ON L9T 3N4
Nancy Dal Bello 85,100 9,546
35 Peru Rd.
Milton, ON L9T 2V5
Bruce Davidson 166,500 18,677
430 Bell St.
Milton, ON L9T 2B5
Greg Boehm & Assoc. Inc. 85,100 9,546
Investment Centre
C-100 Victoria St. North
Kitchener, ON N2H 6R5
Eldon Kelly 85,100 9,546
2572 Misener Ct.
Mississauga, ON L5K 1N1
Keith Bundy 118,400 13,281
356 Bell St.
Milton, ON L9T 2B4
David Jeffrey 92,500 10,376
1795 Solitaire Ct.
Mississauga, ON L5L 2P2
Anne Lotz-Turner 85,100 9,546
7611 Appleby Line
Milton, ON L9T 2Y1
Gerald McGibbon 92,500 10,376
2135 Madden Blvd.
Oakville, ON L6H 3M3
Loretto Sarracini 85,100 9,546
1403-1155 Bough Beeches Blvd.
Mississauga, ON L4W 4N9
Louis Solakofski 85,100 9,546
893-B Adelaide St. West
Toronto, ON M6J 3T1
Frank Esposito 92,500 10,376
4040 Erindale Station Road
Mississauga, ON L5C 3T8
Edward O'Rourke 85,100 9,546
29 Strathroy Crescent
Waterdown, ON L0R 2H0
Betty MacDonald 185,000 20,752
714 Robertson Crescent
Milton, ON L9T 4V5
Colin MacKenzie 96,200 10,791
543 Marcellus Dr.
Milton, ON L9T 4E7
Charles Sammut 85,100 9,546
592 White Oak Dr.
Cambridge, ON N1S 4J6
Hazel Schachner 85,100 9,546
7035 Twiss Rd.
R.R. #3
Campbellville, ON L0P 1B0
Beryl Stevenson 85,100 9,546
79 Mary St.
Georgetown, ON L7G 4V9
Ken Thompson 92,500 10,376
297 Oak St.
Milton, ON L9T 1H6
Sub-total 1,999,850 224,328
Barry Polisuk 60,000 6,730
c/o EasyTel Canada
18 King St. East, Suite 1402
Toronto, ON M5C 1C4
Randall Skala 60,000 6,730
c/o EasyTel Canada
18 King St. East, Suite 1402
Toronto, ON M5C 1C4
Lisa MacLeod 50,000 5,609
c/o EasyTel Canada
18 King St. East, Suite 1402
Toronto, ON M5C 1C4
Andrea Hardy 40,000 4,487
c/o EasyTel Canada
18 King St. East, Suite 1402
Toronto, ON M5C 1C4
Andy Walczak 25,000 2,804
c/o EasyTel Canada
18 King St. East, Suite 1402
Toronto, ON M5C 1C4
Jeff Seaton 10,000 1,122
c/o EasyTel Canada
18 King St. East, Suite 1402
Toronto, ON M5C 1C4
Bob Coffey 10,000 1,122
c/o EasyTel Canada
18 King St. East, Suite 1402
Toronto, ON M5C 1C4
Erik Schwartz 15,000 1,683
c/o EasyTel Canada
18 King St. East, Suite 1402
Toronto, ON M5C 1C4
Markus Sauerbier 15,000 1,683
c/o EasyTel Canada
18 King St. East, Suite 1402
Toronto, ON M5C 1C4
Sub-total 285,000 31,969
Grand Total 8,914,850 1,000,000
</TABLE>
<PAGE>
EXHIBIT "B"
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Section 3.3.2
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February 11, 2000
Illinois Stock Transfer Co.
209 W. Jackson Blvd., Ste. 903
Chicago, IL 60606
RE: Pacific Telcom, Inc. Acquisition of EasyTel Canada
Dear Sirs:
Please be advised that I am the Secretary and General Counsel to Pacific
Telcom, Inc. Be further advised that on this date, a Stock Purchase Agreement
was entered into between Pacific Telcom, Inc. and shareholders of EasyTel
Canada, a corporation organized under the laws of the Province of Ontario
whereby Pacific Telcom, Inc. is purchasing 100% of the issued and outstanding
shares of the common stock of EasyTel Canada. As consideration, Pacific Telcom,
Inc. is issuing 1,000,000 authorized newly issued shares to the common
shareholders of EasyTel Canada and pursuant to the authority delegated to the
undersigned you are hereby authorized and directed to issue, upon Original
Issue, such shares in book entry form as separately directed. They have
prepared a final shareholders list effective this date stating the name, address
and number of shares of Pacific Telcom, Inc. each such shareholder is receiving
in exchange for that shareholder conveying its common shares of EasyTel Canada
to Pacific Telcom, Inc. It is agreed between the parties that shareholders of
EasyTel Canada shall not on the date hereof receive in excess of 1,000,000 of
Pacific Telcom, Inc. Pursuant to the by-laws of Pacific Telcom, Inc., you are
hereby prevented from issuing any fractional shares and that all issuances of
Pacific Telcom, Inc. stock on a stock-for-stock basis must be in whole shares.
It is the agreement between the parties to the Stock Purchase Agreement
that at the date hereof be the Effective Date of this transaction, this
direction is being forwarded to you to issue 1,000,000 of Pacific Telcom, Inc.
common stock in book form to the Selling Shareholders of EasyTel Canada in share
amounts set forth in their shareholder list. The dates of issuance is to be
February 11, 2000 and all shares in book form should be in accounts marked
stop/restricted based upon such issuance date.
Illinois Stock Transfer Co.
February 11, 2000
Page 2
Upon my personal delivery to your offices of actual certificates
representing the endorsed shares of the Selling Shareholders of their EasyTel
Canada common stock, you are directed to convert the Selling shareholder's
ownership from book form to certificated form and to transmit such stock
certificates to the Selling Shareholders, individually with a transmittal letter
substantially in the form set forth as an enclosure.
Upon your receipt of this letter, please call me at (312) 372-6969 to
signify your receipt and acknowledgment of the terms of this letter of
instruction.
Very truly yours,
Kenneth G. Mason
General Counsel and
Secretary
KGM/mpz
Enclosure
<PAGE>
EXHIBIT "C"
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Section 3.3.3
--------------
Dear (Shareholder):
It is my extreme pleasure to enclose your stock Certificate(s) for
_________ shares of common stock of Pacific Telcom, Inc. The Certificate(s)
represents your ownership in the holding company, exchanged for your old
certificate(s) in EasyTel Canada Corporation.
I appreciate your confidence in the company and will always work very hard
to make sure you receive a proper return on your investment. As always, feel
free to contact me with any comments or concerns you may have in the future.
Respectfully yours,
Bill J. Angelos
President
Pacific Telcom, Inc.
Enclosure
<PAGE>
EXHIBIT "D"
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Section 4.4
------------
EasyTel Canada Post Transaction Operation Expenses
1. Rent
2. Utilities
3. Customer Service salaries
4. Operating officer salary
5. Bookkeeper salary
<PAGE>
EXHIBIT "E"
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Section 4.7
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EASYTEL CANADA CORPORATION
UN-AUDITED FINANCIAL STATEMENTS
MARCH 31, 1999
<PAGE>
EXHIBIT "F"
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Section 5.1
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ARTICLES OF INCORPORATION OF
EASYTEL CANADA CORPORATION
<PAGE>
EXHIBIT "G"
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Section 5.7
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STATEMENT OF LIENS OF CORPORATION
1. Bank of Montreal
2. Bank of Montreal
Both liens represent security given pursuant to the Corporation's Small
Business Loan.
<PAGE>
EXHIBIT "H"
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Section 5.11
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EXCLUSIVE LICENSE AGREEMENT BETWEEN
INFOTRUST TELCO AND
EASYTEL CANADA CORPORATION
<PAGE>
EXHIBIT "I"
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Section 5.11
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EXCLUSIVE RE-SELLERS AGREEMENT BETWEEN
UNIVERSAL OFFICE CORPORATION AND
EASYTEL CANADA CORPORATION
<PAGE>
EXHIBIT "J"
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Section 5.16
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CONTESTED TAXES AND ASSESSMENTS
The Corporation has no contested taxes and assessments and has no reserve,
accordingly.
<PAGE>
EXHIBIT "K"
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Section 5.18
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ADVANCES TO THE CORPORATION BY KEY EMPLOYEES
The Corporation has received and has shown on its balance sheet shareholders'
advances in the amount of $37,039 from Richard C. Goldstein.
<PAGE>
EXHIBIT "L"
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Section 5.18
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RELATED PARTY TRANSACTIONS
1. The Corporation incurred in 1999 a consulting fee in the amount of
$40,000 paid to First Republic Securities Corporation, a Shareholder
of the Corporation.
2. In 1999, First Republic paid rent in the approximate amount of $15,000
for office space to the corporation, for which the corporation
provided administrative services valued at approximately $5,000.
<PAGE>
EXHIBIT "M"
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Section 5.22
-------------
OUTSTANDING STOCK OPTIONS
Set forth below are the existing holders of outstanding Stock Options on
the Effective Date.
Name of Option Holder Number of Options Expiry Date
------------------------ ------------------- ------------
None
<PAGE>
EXHIBIT "N"
-----------
Section 8.1
------------
CLASS A SPECIAL SHAREHOLDERS
Set forth below are the existing shareholders of the Class A special shares
on the Closing Date.
Unpaid
Name of Shareholder Number of Shares Cumulative Dividends
--------------------- ------------------ ---------------------
None
<PAGE>
EXHIBIT "O"
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Section 8.1
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RIGHTS AND PREFERENCES OF
CLASS A SPECIAL SHAREHOLDERS
Set forth on Pages 3, 3A and in the attachments.
<PAGE>
EXHIBIT "P"
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Section 8.4
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NO MATERIAL ADVERSE CHANGE
SELLERS' REPRESENTATIVE CERTIFICATE
-----------------------------------
RICHARD C. GOLDSTEIN, the Sellers' Representative herein represents to
Buyer that prior to the Effective Date herein, there have been no material
adverse change in the assets or liabilities, the business or condition,
financial or otherwise, of the Corporation, its employees or customers,
including, but not limited to, those changes that are a result of any
legislative or regulatory change, revocation of any license or right to do
business, fire, explosion, accident, casualty, labor trouble, flood, riot,
condemnation or act of God or other public force or otherwise.
Dated: February 11, 2000
____________________________
Richard C. Goldstein
Sellers' Representative
<PAGE>
EXHIBIT "Q"
-----------
Section 5.0
------------
SCHEDULE OF EXCEPTIONS
I, Richard C. Goldstein, President of EasyTel Canada Corporation, do hereby
state that the representations and warranties of the Corporation made herein and
contained in this Agreement and/or in the Exhibit delivered pursuant hereto are
true and correct, to the best of my knowledge, and that any exceptions as to the
representations and warranties of the Corporation as set forth in the Stock
Purchase Agreement to which this Certificate is an Exhibit are as follows:
None
____________________________
Richard C. Goldstein, President
EasyTel Canada Corporation
<PAGE>
