STOCK PURCHASE AGREEMENT
This Agreement ("Agreement") is entered into this date by and among Pacific
Telcom, Inc., an Illinois corporation ("Purchaser"), and Asher Milgrom
("Seller").
WHEREAS, the Seller is a shareholder of M&M Communications, a Nevada corporation
("Corporation"), of which 4505 shares (the "Shares") have been issued to Seller;
and
WHEREAS, said Shares constitute 45.05% of the issued and outstanding capital
stock of the Corporation; and
WHEREAS, the Purchaser desires to purchase from Milgrom and Milgrom desires to
sell to the Purchaser all of the Shares owned by Milgrom on the terms and
subject to the conditions set forth herein.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
Section 1. Purchase of Shares.
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1.1 Purchase of Shares. Subject to the terms and conditions set forth
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herein, at the Closing (as defined below) Milgrom will sell all of the Shares
owned by Milgrom to the Purchaser and the Purchaser will purchase all of the
Shares owned by Milgrom from Milgrom, said Shares constituting forty-five
percent 45.05% of all of the issued and outstanding capital stock of the
Corporation as of the Closing.
1.2 Purchase Price. In consideration of the transfer, conveyance and
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assignment of the Shares, Purchaser shall pay to the Seller the following
amounts of cash and duly authorized and issued common shares of Pacific Telcom,
Inc., subject to adjustment as described herein, to be paid in the following
manner.
1.2.1 Payments of Cash. Purchaser shall pay One Hundred Thirty-Four Thousand
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Two Hundred Thirty-Two Dollars ($134,232) payable to Seller. Purchaser shall
pay to the seller on the Initial Closing Date the sum of $5,000. The balance of
the purchase price after the Initial Closing Date of $129,232 shall be paid
within forty-five days of the Closing Date. This obligation shall be
represented by a Promissory Note in substantially the form set forth on a
Exhibit "A" hereto ("Note"), to be made and delivered by the Purchaser to the
Seller at Closing.
1.2.2 Payment in Common Stock. Delivery shall be made by the Purchaser to the
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Seller on the Closing Date of 53,693 common shares of authorized and issued
stock of Pacific Telcom, Inc.
<PAGE>
1.3 Additional Consideration.
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1.3.1 Basis of Additional Consideration. M&M Communications, Inc. is a party
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to a series of agreements entered into on or about December 2, 1999 by and
between the Corporation, EasyTel, a Nevada corporation and the representative
members of an Alliance of entities having access to certain national and
international distribution channels consisting of independent business owners,
said agreements collectively refer to as Re-Seller's Representative Agreements.
The Re-Seller's Representative Agreements function to refer customers to
subscribe to the EasyTel services. M&M Communications is the owner of a 6T
telecommunication switch in Encino, California, through which a portion of these
referred accounts are hosted on this switch. It is the intention of the parties
that Seller receive a portion of the revenues derived from accounts hosted on
the Encino telecommunication switch, measured by Seller's percentage of
ownership of M&M Communications, times a multiple of two of the revenue due to
the Alliance, as set forth in the Re-Seller's Representative Agreements, solely
limited to revenues derived from the existing and current subscriber base on the
Closing Date solely on the Encino switch.
1.3.2 Formula of Additional Consideration. Purchaser will pay to Seller
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additional consideration in the form of a three year "Earn-Out". Seller will
receive from Purchaser an amount equal to 45.05% of the current revenues only
generated by the Alliance under the Re-Seller's Representative Agreement, as
fixed on the Closing Date, multiplied twice. Of this Earn-Out compensation due
Seller, 50% will be paid in cash on a monthly basis. The balance of the 50% of
revenues due Seller from the Purchaser will be paid in Pacific Telcom, Inc.
common stock once per year, at the end of each of the three years of the
Earn-Out. The value of the share price of Pacific Telcom, Inc. stock, for the
purposes of annual payments to Seller as part of this Earn-Out will be
determined by the weighted average of the market price of a Pacific Telcom, Inc.
common share over the last three months of each relevant year. The calendar
years for determining the Earn-Out will begin on the first day of the first full
month following the Closing Date.
Section 2. Representations and Warranties of Seller. As a material
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inducement to the Purchaser to enter into this Agreement and purchase the
Shares, the Seller represents and warrants that:
2.1 Organization and Corporate Power. The Corporation is a corporation duly
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incorporated and validly existing under the laws of the State of Nevada and the
Corporation is qualified to do business in every jurisdiction in which its
ownership of property or conduct of business requires it to qualify. The
Corporation has all requisite corporate power and authority and all material
licenses, permits and authorizations necessary to own and operate its properties
and to carry on its business as now conducted. The copies of the Corporation's
articles of incorporation and bylaws have been furnished to the Purchaser and
such copies reflect all amendments made thereto at any time prior to the date of
this Agreement and such copies are correct and complete. Seller is Secretary of
the Corporation and has personal knowledge of the correctness and completeness
of all of the above, and all matters set forth in this Section 2.
2.2 Capital Stock and Related Matters. The authorized capital stock of the
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Corporation consists of 25,000 Shares, 10,000 of which are issued and
outstanding and are owned, beneficially and of record, by the Shareholders and
no other shares, common or otherwise, of the Corporation are issued and
outstanding. The Corporation does not have outstanding and has not agreed,
orally or in writing, to issue any shares or securities convertible or
exchangeable for any shares, nor does it have outstanding nor has it agreed,
orally or in writing, to issue any options or rights to purchase or otherwise
acquire its shares. The Corporation is not subject to any obligation
(contingent or otherwise) to repurchase or otherwise acquire or retire any of
its shares. The Corporation has not violated any applicable securities laws or
regulations in connection with the offer or sale of its securities other than
violations that have been, or will before the Closing have been, corrected by
post-issuance filings. All of the outstanding shares of the Corporation's
capital stock are validly issued, fully paid and nonassessable. The Seller has,
and upon purchase thereof pursuant to the terms of this Agreement the Purchaser
will have, good and marketable title to the Shares, free and clear of all
security interests, liens, encumbrances or other restrictions or claims, subject
only to restrictions as to marketability imposed by securities laws. Assuming
that the representations in Section 3.6 are true and correct, the Seller has not
violated nor will violate any applicable securities laws in connection with the
offer or sale of the Shares to the Purchaser hereunder.
2.3 Subsidiaries. The Corporation has no, nor has it had any, subsidiaries
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or affiliated companies and does not otherwise own or control, directly or
indirectly, any equity interest in any other corporation or entity.
2.4 Conduct of Business; Liabilities. Except as set forth in Schedule 2.4,
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the Corporation is not in default under, and no condition exists that with
notice or lapse of time would constitute a default of the Corporation under (i)
any mortgage, loan agreement, evidence of indebtedness or other instrument
evidencing borrowed money to which the Corporation is a party or by which the
Corporation or the properties of the Corporation are bound or (ii) any judgment,
order or injunction of any court, arbitrator or governmental agency that would
reasonably be expected to affect materially and adversely the business,
financial condition or results of operations of the Corporation taken as a
whole.
<PAGE>
2.5 Absence of Certain Changes. Except as contemplated or permitted by this
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Agreement, as of the Closing Date there will not have been:
2.5.1 Any material adverse change in the business, financial condition,
operations or assets of the Corporation;
2.5.2 Any damage, destruction or loss, whether covered by insurance or not
materially adversely affecting the properties or business of the Corporation;
2.5.3 Any sale or transfer by the Corporation of any tangible or
intangible asset other than in the ordinary course of business, any mortgage or
pledge or the creation of any security interest, lien or encumbrance on any such
asset, or any lease of property, including equipment, other than tax liens with
respect to taxes not yet due and contract rights of customers in inventory;
2.5.4 Any declaration, setting aside or payment of a distribution in
respect of or the redemption or other repurchase by the Corporation of any stock
of the Corporation;
2.5.5 Any material transaction not in the ordinary course of business of
the Corporation;
2.5.6 The discharge or satisfaction of any material lien or encumbrance or
the payment of any material liability other than current liabilities in the
ordinary course of business;
2.5.7 The making of any material loan, advance or guaranty to or for the
benefit of any person except the creation of accounts receivable in the ordinary
course of business; or
2.5.8 An agreement to do any of the foregoing.
2.8 Title and Related Matters. The Corporation has good and marketable title
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to all of its property, real and personal, free and clear of all security
interests, mortgages, liens, pledges, charges, claims or encumbrances of any
kind or character.
2.9 Litigation. Seller acknowledges that as to Seller and or the
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Corporation there are in existence material actions, suits, proceedings, orders,
investigations or claims pending or overtly threatened against either the Seller
or the Corporation, or both, at law or in equity.
<PAGE>
2.10 General Release. In consideration of the Agreement made hereunder and an
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acknowledgment by the Seller of the material litigation against the Seller
and/or the Corporation, therefore the Seller hereby releases and forever
discharges the Purchaser and each of its shareholders, directors, officers,
representatives, attorneys, and employees, past, present, and future,
individually and collectively for any and all claims, demands, causes of action,
or liabilities against the Seller relating to Seller's investment or ownership
of the Shares, as well as all claims, counter-demands, debts, setoffs, damages,
causes of action and obligations of every kind and nature, including attorneys'
fees, for all known and unknown, anticipated and unanticipated claims of damages
arising out of Seller's employment as a director, officer, representative and
agent of the Corporation, or in his capacity as a shareholder. Notwithstanding
the above, this Release shall not affect Seller's rights and obligations
otherwise set forth in this Agreement.
2.11 Indemnification. In fulfillment of the General Release made by the Seller
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to the Purchaser in Section 2.10, Seller further covenants, agrees, and promises
to defend and indemnify the Purchaser relating to any cause of action brought
against the Purchaser by another shareholder of the Corporation or by any other
relative to the matters set forth in the General Release contained in Section
2.10. In the event that Seller fails to defend or indemnify Purchaser,
Purchaser shall be entitled to setoff from amounts due the Seller under the
Earn-Out provisions of this Agreement, any and all costs of such defense
undertaken by itself, including attorneys' fees and costs, as well as any
amounts of resulting liability accrued to Purchaser as a result of such existing
prior material litigation heretofore disclosed by Seller relating to Seller's
ownership or holding of the Shares in any way.
2.12 Compliance with Laws. To the best of the Seller's knowledge, the
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Corporation is, in the conduct of its business, in substantial compliance with
all laws, statutes, ordinances, regulations, orders, judgments or decrees
applicable to them, the enforcement of which, if the Corporation was not in
compliance therewith, would have a materially adverse effect on the business of
the Corporation, taken as a whole. The Seller has not received any notice of
any asserted present or past failure by the Corporation to comply with such
laws, statutes, ordinances, regulations, orders, judgments or decrees.
2.13 No Brokers or Finders. There are no claims for brokerage commissions,
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finders' fees or similar compensation in connection with the transactions
contemplated by this Agreement based on any arrangement or agreement made by or
on behalf of the Seller.
<PAGE>
2.14 Disclosure. Neither this Agreement nor any of the schedules, attachments,
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written statements, documents, certificates or other items prepared or supplied
to the Purchaser by or on behalf of the Seller with respect to this purchase
contain any untrue statement of a material fact or omit a material fact
necessary to make each statement contained herein or therein not misleading.
Seller has not intentionally concealed any fact known by such person to have a
material adverse effect upon the Corporation's existing or expected financial
condition, operating results, assets, customer relations, employee relations or
business prospects taken as a whole.
2.15 Personnel. Schedule 2.15 sets forth a true and complete list of:
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2.15.1 The names and title of all officers of the Corporation;
President -
Secretary - Asher Milgrom
Treasurer --
2.15.2 The names of all directors of the Corporation; and
2.15.3 The names and addresses of all other shareholders of the Corporation.
2.16 Operating Rights. The Corporation has all operating authority, licenses,
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franchises, permits, certificates, consents, rights and privileges (collectively
"Licenses") as are necessary or appropriate to the operation of its business as
now conducted and as proposed to be conducted and which the failure to possess
would have a material adverse effect on the assets, operations or financial
condition of the Corporation. Such Licenses are in full force and effect, no
violations have been or are expected to have been recorded in respect of any
such licenses, and no proceeding is pending or, to the knowledge of the
Corporation, threatened that could result in the revocation or limitation of any
such licenses. The Corporation has conducted its business so as to comply in
all material respects with all such Licenses.
2.17 Minute Books. The minute books of the Corporation contain a complete
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summary of all meetings of directors and a list of all shares issued to
shareholders since the time of incorporation and reflect all transactions
referred to in such minutes accurately in all material respects.
Section 3. Representations and Warranties of Purchaser. As a material
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inducement to the Seller to enter into this Agreement and sell the Shares, the
Purchaser hereby represents and warrants to the Seller as follows:
<PAGE>
3.1 Organization; Power. The Purchaser is a corporation duly incorporated
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and validly existing under the laws of the State of Illinois, and has all
requisite corporate power and authority to enter into this Agreement and perform
its obligations hereunder.
3.2 Authorization. The execution, delivery and performance by the Purchaser
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of this Agreement and all other agreements contemplated hereby to which the
Purchaser is a party have been duly and validly authorized by all necessary
corporate action of the Purchaser, and this Agreement and each such other
agreement, when executed and delivered by the parties thereto, will constitute
the legal, valid and binding obligation of the Purchaser enforceable against it
in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency and similar statutes affecting creditors'
rights generally and judicial limits on equitable remedies.
3.3 No Conflict with Other Instruments or Agreements. The execution,
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delivery and performance by the Purchaser of this Agreement and all other
agreements contemplated hereby to which the Purchaser is a party will not result
in a breach or violation of, or constitute a default under, its Articles of
Incorporation or Bylaws or any material agreement to which the Purchaser is a
party or by which the Purchaser is bound.
3.4 Governmental Authorities. Except as set forth in Schedule 3.4, (i) the
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Purchaser is not required to submit any notice, report or other filing with any
governmental or regulatory authority in connection with the execution and
delivery by the Purchaser of this Agreement and the consummation of the purchase
and (ii) no consent, approval or authorization of any governmental or regulatory
authority is required to be obtained by the Purchaser or any affiliate in
connection with the Purchaser's execution, delivery and performance of this
Agreement and the consummation of this purchase.
3.5 Litigation. There are no actions, suits, proceedings or governmental
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investigations or inquiries pending or, to the knowledge of the Purchaser,
threatened against the Purchaser or its properties, assets, operations or
businesses that might delay, prevent or hinder the consummation of this
purchase.
3.6 Investment Representations
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3.6.1 The Purchaser is acquiring the Shares for investment for the
Purchaser's own account, not as a nominee or agent, and not with the view to, or
for resale in connection with, any distribution thereof. The Purchaser
understands that the Shares to be purchased have not been, and will not be,
registered under the Securities Act or the securities laws of any state by
reason of a specific exemption from the registration provisions of the
<PAGE>
Securities Act and the applicable state securities laws, the availability of
which depends upon, among other things, the bona fide nature of the investment
intent and the accuracy of the Purchaser's representations as expressed herein.
The Purchaser is acquiring the Shares without expectation, desire or need for
resale and not with the view toward distribution, resale, subdivision or
fractionalization of the Shares.
3.6.2 The Purchaser understands that the Shares to be purchased have not
been registered under Securities Act of 1933 ("1933 Act") or under any state
securities law.
3.6.3 The Purchaser understands that no public market now exists for the
Shares and that it is uncertain that a public market will ever exist for the
Shares.
3.7 Disclosure. To the Purchaser's knowledge, this Agreement, with the
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Exhibits hereto, when taken as a whole, does not contain any untrue statement of
a material fact concerning the Purchaser or omit to state a material fact
necessary in order to make the statements concerning the Purchaser contained
herein not misleading in light of the circumstances under which they were made.
3.8 Litigation. There are no actions, suits, proceedings or investigations
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pending against the Purchaser or the Purchaser's properties before any court or
governmental agency (nor, to the Purchaser's knowledge, is there any threat
thereof) which would impair in any way the Purchaser's ability to enter into and
fully perform the Purchaser's commitments and obligations under this Agreement
or the transactions contemplated hereby.
3.9 Compliance with Other Instruments. The execution, delivery and performance
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of and compliance with this Agreement, and the issuance of shares will not
result in any material violation of, or conflict with, or constitute a material
default under, any Purchaser's articles of incorporation or bylaws or any of the
Purchaser's material agreements nor result in the creation of any mortgage,
pledge, lien, encumbrance or charge against any of the assets or properties of
the Corporation or the Shares.
3.10 No Brokers or Finders. The Purchaser has not, and will not, incur,
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directly or indirectly, as a result of any action taken by the Purchaser, any
liability for brokerage or finders' fees or agents' commissions or any similar
charges in connection with this Agreement.
Section 4. Conduct of Corporation's Business Pending the Closing. From the
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date hereof until the Closing, and except as otherwise consented to or approved
by the Purchaser, the Seller covenants and agrees with the Purchaser as follows:
<PAGE>
4.1 Distributions. The Corporation will not declare, pay or set aside for
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payment any dividend or other distribution in respect of its capital stock.
4.2 Capital Changes. The Corporation will not issue any shares of its
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stock, or issue or sell any securities convertible into, or exchangeable for, or
options, warrants to purchase or rights to subscribe to, any shares of its stock
or subdivide or in any way reclassify any shares of its capital stock, or
repurchase reacquire, cancel or redeem any such shares.
4.3 Assets. The assets, property and rights now owned by the Corporation
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will be used, preserved and maintained, as far as practicable, in the ordinary
course of business, to the same extent and in the same condition as said assets,
property and rights are on the date of this Agreement, and no unusual or novel
methods of manufacture, purchase, sale, management or operation of said
properties or business or accumulation or valuation of inventory will be made or
instituted. Without the prior consent of the Purchaser, the Corporation will
not encumber any of its assets or make any commitments relating to such assets,
property or business, except in the ordinary course of its business.
Section 5. Covenants of Seller. The Seller covenants and agrees with the
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Purchaser as follows:
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5.1 Supplements to Schedules. From time to time prior to the Closing, the
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Seller will promptly supplement or amend the Exhibits and Schedules with respect
to any matter hereafter arising that, if existing or occurring at the date of
this Agreement, would have been required to be set forth or described in any
Exhibit or Schedule and will promptly notify the Purchaser of any breach by
either of them that either of them discovers of any representation, warranty or
covenant contained in this Agreement. No supplement or amendment of any Exhibit
or Schedule made pursuant to this Section will be deemed to cure any breach of
any representation of or warranty made in this Agreement unless the Purchaser
specifically agrees thereto in writing; provided, however, that if this purchase
is closed, the Purchaser will be deemed to have waived its rights with respect
to any breach of a representation, warranty or covenant or any supplement to any
Schedule of which it shall have been notified pursuant to this Subsection.
5.2 No Solicitation. Until the Closing or termination pursuant to Section
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10 of this Agreement, the Seller shall not directly or indirectly, encourage,
solicit, initiate or enter into any discussions or negotiations concerning any
disposition of any of the capital stock or all or substantially all of the
assets of the Corporation (other than pursuant to this Agreement), or any
proposal therefor, or furnish or cause to be furnished any information
concerning the Corporation to any party in connection with any transaction
involving the acquisition of the capital stock or assets of the Corporation.
<PAGE>
The Seller will promptly inform the Purchaser of any inquiry (including the
terms thereof and the person making such inquiry) received by any responsible
officer or director of the Corporation or the Seller after the date hereof and
believed by such person to be a bona fide, serious inquiry relating to any such
proposal.
Section 6. Covenant of Purchaser. The Purchaser will use its best efforts
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to cause the conditions set forth in Section 8 to be satisfied.
Section 7. Conditions Precedent to the Obligations of Purchaser. Each and
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every obligation of the Purchaser under this Agreement is subject to the
satisfaction, at or before the Closing, of each of the following conditions:
7.1 Representations and Warranties; Performance. Each of the
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representations and warranties made by the Seller herein will be true and
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correct in all material respects as of the Closing with the same effect as
though made at that time except for changes contemplated, permitted or required
by this Agreement; the Seller will have performed and complied with all
agreements, covenants and conditions required by this Agreement to be performed
and complied with by him prior to the Closing.
7.2 Litigation. No other material action, suit or proceeding before any
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court, governmental or regulatory authority will have been commenced and be
continuing, and no investigation by any governmental or regulatory authority
will have been commenced and be continuing, and at the time of Closing, no
action, investigation, suit or proceeding will be threatened against the Seller
or the Purchaser or any of their affiliates, associates, officers or directors,
seeking to restrain, prevent or change this purchase, questioning the validity
or legality of this purchase or seeking damages in connection with this
purchase, other than Seller has previously disclosed.
Section 8. Conditions Precedent to the Obligations of Seller. Each and
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every obligation of the Seller under this Agreement is subject to the
satisfaction, at or before the Closing, of each of the following conditions:
8.1 Representations and Warranties; Performance. Each of the
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representations and warranties made by the Purchaser herein will be true and
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correct in all material respects as of the Closing with the same effect as
though made at that time except for changes contemplated, permitted or required
by this Agreement; the Purchaser will have performed and complied with all
agreements, covenants and conditions required by this Agreement to be performed
and complied with by it prior to the Closing; and the Seller will have received,
<PAGE>
at the Closing, a certificate of the Purchaser, signed by the President of the
Purchaser, stating that each of the representations and warranties made by the
Purchaser herein is true and correct in all material respects as of the Closing
except for changes contemplated, permitted or required by this Agreement and
that the Purchaser has performed and complied with all agreements, covenants and
conditions required by this Agreement to be performed and complied with by it
prior to the Closing.
8.2 Corporate Action. The Purchaser will have furnished to the Sellers a
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copy, certified by the Secretary of the Purchaser, of the resolutions of the
Purchaser authorizing the execution, delivery and performance of this Agreement.
Section 9. Closing.
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9.1 Closing. The parties shall meet on September 16, 2000 at such time and
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place as they mutually agree, or on such later date as is mutually agreeable to
the parties hereto as they shall designate in a written instrument. Purchaser
shall deliver to the Seller such certificates representing payment in common
stock, as set forth in Section 1.2.2 within ten days of the Closing. Seller
shall deliver to the Purchaser any and all certificates representing the Shares
not more than five days from the date of the Closing. Purchaser shall submit to
Seller within 14 days of the Closing, its Note representing the payment in cash
relating to the Shares, as set forth in Section 1.2.1. Notwithstanding these
duties of each party to deliver such documents as set forth herein in Section
9.1, the transaction set forth in this Agreement shall be deemed closed at the
Closing. Each party shall execute and deliver such other documents as otherwise
required under this Agreement within 30 days from the Closing herein.
Section 10. General Provisions.
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10.1 Amendment and Modification. Subject to applicable law, this Agreement may
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be amended, modified or supplemented only by a written agreement signed by the
Purchaser and the Sellers.
10.2 Payment of Fees and Expenses. Each party to this Agreement will be
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responsible for, and will pay, all of its own fees and expenses, including those
for its own counsel and accountants, incurred in the negotiation, preparation
and consumption of this Agreement and this purchase and sale.
10.3 Governing Law. The interpretation and construction of this Agreement and
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all matters relating hereto shall be governed by the laws of the State of
Illinois relating to contracts made and to be performed in Illinois.
<PAGE>
10.4 Waiver of Terms. Any of the terms or conditions of this Agreement may be
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waived at any time by the party or parties entitled to the benefits thereof, but
only by a written notice signed by an authorized representative of the party or
parties waiving such terms or conditions.
10.5 Captions. The article and section captions used herein are for reference
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purposes only, and shall not in any way affect the meaning or interpretation of
this Agreement.
10.6 Publicity. Prior to the Effective Date, none of the parties hereto shall
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issue any press release or make any other statement to the media relating to
this Agreement or the matters contained herein without obtaining the prior
approval of the Buyer.
10.7 Notices. All notices, requests, demands and other communications required
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or permitted hereunder will be in writing and will be deemed to have been duly
given when delivered by hand or by air express courier.
If to the Purchaser: Pacific Telcom, Inc.
Fountain View Business Park
4270 S. Decatur Blvd., Ste. A-9
Las Vegas, NV 89103
Attention: Bill J. Angelos, President
With a copy to: Kenneth G. Mason
General Counsel
33 N. LaSalle St., Ste. 2131
Chicago, IL 60602
If to the Seller to: Asher Milgrom
Axon Connectivity Technology, Inc.
22 Miners Trail
Irvine, CA 92620
With a copy to: Lon Stephens
Stephens & Kray
5000 Birch St., Ste. 410
Newport Beach, CA 92660
10.8 Entire Agreement. This Agreement contains the entire understanding
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between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this Agreement.
<PAGE>
10.9 Agreement Binding. This Agreement shall be binding upon the heirs,
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executors, administrators, successors and assigns of the parties hereto.
10.10 Pronouns and Plurals. All pronouns and any variations thereof shall be
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deemed to refer to the masculine, feminine, neuter, singular, or plural as the
identity of the person or persons may require.
10.11 Presumption. This Agreement or any section thereof shall not be
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construed against any party due to the fact that said Agreement or any section
-
thereof was drafted by said party.
10.12 Further Action. The parties hereto shall execute and deliver all
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documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of the Agreement.
10.13 Parties in Interest. Nothing herein shall be construed to be to the
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benefit of any third party, nor is it intended that any provision shall be for
the benefit of any third party.
10.14 Savings Clause. If any provision of this Agreement, or the application
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of such provision to any person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provision to persons or
circumstances other than those as to which it is held invalid, shall not be
affected thereby.
IN WITNESS WHEREOF, this Agreement has been executed by the parties this
16th day of September, 2000.
PACIFIC TELCOM, INC.
an Illinois Corporation
By:_____________________________
Bill J. Angelos, President
________________________________
Asher Milgrom, Seller
<PAGE>
