EXHIBIT "A"
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PROMISSORY NOTE
This Promissory Note is made on this 16th day of September, 2000 by and
between Pacific Telcom, Inc., an Illinois corporation (hereinafter "Purchaser")
and Asher Milgrom (hereinafter "Seller") pursuant to a Stock Purchase Agreement
made between them this date (hereinafter the "Agreement").
This Promissory Note is made pursuant to the Agreement and is subject to
the terms and provisions set forth in the Agreement, as if fully stated herein.
Pursuant to Section 1.2.1 of the Agreement, Purchaser promises to pay to the
Seller at 22 Miners Trail, Irvine, CA 92620, or at such other place as may be
designated in writing by the Seller, the principal sum of One Hundred
Twenty-Nine Thousand Two Hundred Thirty-Two ($129,232), with interest waived.
The aforesaid principal sum shall be paid on October 31, 2000. This
Promissory Note is not assignable by Purchaser or by Seller without the written
consent of the other. Purchaser shall pay all sums due under this Promissory
Note on the due date, however, Seller grants Purchaser the right to prepay any
and all sums due under this Note, without penalty.
The execution, delivery and performance of this Promissory Note are within
the Seller's corporate powers, having been duly authorized and are not in
contravention of the terms of Purchaser's Articles of Incorporation and By-Laws,
or of any agreement or undertaking to which Purchaser is a party, or by which it
is bound.
Any forbearance by the Seller in exercising any right or remedy of
enforcement, or otherwise, afforded by applicable law shall not be deemed a
waiver of or preclude the exercise of any right or remedy.
This Promissory Note and the rights and obligations of the parties hereto
shall be governed by and construed with the laws of the State of Illinois
without regard to conflict of laws principles.
PACIFIC TELCOM, INC. Accepted:
By:______________________ _________________________
Bill J. Angelos Asher Milgrom
President
<PAGE>
SCHEDULE 2.15
PERSONNEL
The undersigned, Asher Milgrom, is the Secretary of M&M Communications, a
Nevada corporation ("Corporation") whose common shares are the subject of a
Stock Purchase Agreement dated September 16, 2000 ("Agreement") which has been
entered into between Asher Milgrom, individually as Seller, and Pacific Telcom,
Inc., as Purchaser.
Pursuant to Section 2.15 of the Agreement, I hereby certify, in my capacity
as Secretary of M&M Communications, as follows:
2.15.1 The names and titles of all officers of the corporation are:
President - - Asher Milgrom
Secretary - - Asher Milgrom
Treasurer - - Bruce Boyd
2.15.2 The names of all directors of the corporation are:
a. Michael Murphy
b. Asher Milgrom
c. Randall Skala
d. Bruce Boyd
e. Michael Murphy
f. EasyTel, a Nevada Corporation
2.15.3 The names and addresses of all other shareholders of the
corporation are:
a. Michael Murphy, 2030 W. Summerwind, Santa Ana, CA
92704.
b. EasyTel Canada Corporation, 18 King St. East, Ste.
1402, Toronto, Ontario, Canada M5C1C4
c. Corporate Registered Agent: 320 E. Charleston Blvd.,
Las Vegas, NV.
Date: September 16, 2000
____________________________
Asher Milgrom, Individually, and
Secretary of M&M Communications
<PAGE>
SCHEDULE - SECTION 2
OFFICER'S CERTIFICATE
The undersigned, Asher Milgrom, is the Secretary of M&M Communications, a
Nevada corporation ("Corporation"). A Sale of Assets Agreement dated September
16, 2000 ("Agreement") has been entered into by and between Asher Milgrom, as
Seller and Pacific Telcom, Inc., as Purchaser.
Pursuant to Section 2 of the Agreement, as Secretary of M&M Communications,
I hereby certify as follows:
1. The Corporation has been duly incorporated, validly existing, and in
good standing under the laws of the State of Nevada.
2. The authorized capital stock of the Corporation consists of 25,000
Shares, 10,000 of which are issued and outstanding and no other
Shares, common or otherwise of the Corporation are issued and
outstanding.
3. All of the outstanding Shares of the Corporation's capital stock are
validly issued, fully paid and non-assessable. The Shares sold
pursuant to the Agreement are free and clear of all security interest,
liens, pledges, encumbrances, or other restrictions.
4. The representations and warranties contained in Section 2 of the
Agreement are true and complete on and as of the date hereof.
Dated this 16th day of September, 2000
____________________________
Asher Milgrom, Individually, and
as Secretary of M&M Communications
<PAGE>
SCHEDULE - SECTION 8.2
OFFICER'S CERTIFICATE
The undersigned, Bill J. Angelos, is the President of Pacific Telcom, Inc.,
an Illinois corporation and is the purchaser ("Purchaser") under a Stock
Purchase Agreement dated September 16, 2000 ("Agreement") which has been entered
into by and between the Purchaser and Asher Milgrom, individually, as Seller.
Pursuant to Section 8.2 of the Agreement, I hereby certify as follows:
5. That the Board of Directors of Pacific Telcom, Inc. have authorized
the execution, delivery, and performance of the Agreement to be
entered into by Pacific Telcom, Inc. in connection with the
transaction set forth therein.
6. The Corporation is now a corporation duly organized, validly existing,
and in good standing under the laws of Illinois and has all requisite
corporate power and authority to deliver its shares pursuant to the
Agreement and all matters under the Agreement have been duly
authorized by all necessary corporate action. The Agreement
constitutes a valid and binding Agreement of the Purchaser in
accordance with its terms.
Date: September 16, 2000
__________________________
Bill J. Angelos, President
Pacific Telcom, Inc.
<PAGE>
SCHEDULE - SECTION 1.3.2
AMENDMENT TO FORMULA
Purchaser and Seller hereby enter into this Amendment to the Formula set
forth in Section 1.3.2 of the Sale of Assets Agreement dated September 16, 2000
("Agreement") which has been entered into by and between Asher Milgrom, as
Seller and Pacific Telcom, Inc., as Purchaser. It is expressly agreed by the
parties that the terms of the Amendment set forth in this Schedule supersede and
replace the Formula of Additional Consideration stated in the Agreement.
For the purposes of Section 1.3.2 of the Agreement, the Formula of
Additional Consideration shall be that as of the date of this Agreement,
Seller's value in the Global Alliance Agreement, known to the parties as the
Re-seller's Representative Agreement is $8,000.00 per month and will remain
fixed at the sum of $8,000.00 per month for the term of the Earned-Out, unless
the Global Alliance Agreement, known as the Re-seller's Representative Agreement
is canceled and rendered null and void.
All other terms set forth in Section 1.3.2 of the Agreement concerning the
form of payment of the Earned-Out shall remain in effect.
Dated the 16th day of September, 2000
PACIFIC TELCOM, INC.
By: ______________________________
Bill J. Angelos, Jr. President
______________________________
Asher Milgrom
