Pick Communications Corp Sample Contracts

Pick Communications Corp – CONSULTING AGREEMENT (November 9th, 2000)

CONSULTING AGREEMENT TubiTec GmbH Moerser Landstrasse 387 Date: June 1, 2000 47802 Krefeld Germany Re: Engagement as Consultant We are pleased to retain TubiTec GmbH ("TubiTec") as a consultant with PickSat, Inc., a Delaware corporation ("Company"), as follows: CONSULTING SERVICES. During the term ("Term," defined below) of the Consulting Agreement ("Agreement") attached, TubiTec shall provide to Company a strategic operations consultant ("Consulting Services") in connection with the providing of terrestrial or wireless/satellite broadband high speed internet and communications services ("Field"). The designated consultant, Helge Bornmann, will be available for consultation on a schedule to be determined by mutual arrangement between TubiTec and the President and CEO of PickSat, to whom the consultant will report to during the Term. In addition, you will be available for a reasonable number of telepho

Pick Communications Corp – NON-QUALIFIED STOCK OPTION AGREEMENT (November 9th, 2000)

NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, made as of this 8th day of May 2000, by and between PICK Communications Corp. (the "Grantor") having its principal office at 8401 N.W. 53rd Terrace, Suite 119, Miami, FL 33166, and Snow Becker Krauss P.C. with an address at 605 Third Avenue, New York, NY 10158 (the "Optionee"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Optionee has performed legal services for the Grantor and the Grantor has been unable to pay Optionee in cash for such services; and WHEREAS, the Grantor is desirous of increasing the incentive of the Optionee to exert its utmost efforts in servicing the needs of the Grantor. NOW, THEREFORE, in consideration of the Optionee's continuous service to the Grantor, and for other good and valuable consideration, the Grantor hereby grants the Optionee an option to purchase shares of the Grantor's common stock, $.01 par value per s

Pick Communications Corp – ADVISORY AGREEMENT (June 7th, 2000)

ADVISORY AGREEMENT AGREEMENT made as of the 27th day of April, 1999 by and between PICK Communications Corp. (the "Company") a corporation having its principal office at 155 Route 46 West, Wayne, New Jersey 07470, and Pastor Alberto M. Delgado (the "Advisor"), an Individual with an address at 7800 S.W. 56th Street, Miami, FL 33155. W I T N E S S E T H WHEREAS, the Advisor has agreed to resign from the Company's Board of Directors and the Company desires to retain the Advisor to provide ongoing financial advisory services; and WHEREAS, the Advisor desires to be retained to render such services. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows: 1. The Company hereby retains the Advisor on a non-exclusive basis and the Advisor hereby accepts such retention to perform

Pick Communications Corp – BORROWER SECURITY AGREEMENT (June 7th, 2000)

[EXECUTION COPY] BORROWER SECURITY AGREEMENT BORROWER SECURITY AGREEMENT, dated as of November 3, 1999, between TRI- LINKS INVESTMENT TRUST (the "Lender") and PICK SAT,. INC. (the "Borrower"). RECITALS A. The Lender and the Borrower are parties to that certain Loan Agreement (the "Loan Agreement"), dated as of November 3, 1999, pursuant to which the Lender agreed to make certain loans to the Borrower. B. It is a condition to the obligation of the Lender to make Loans to the Borrower under the Loan Agreement that the Lender and the Borrower enter into this Agreement. C. The Lender and the Borrower now wish to enter into this Agreement to secure the Lender's interest in the Obligations. AGREEMENT In consideration of the premises and the mutual covenants and the mutual agre

Pick Communications Corp – WARRANT TO PURCHASE COMMON STOCK (June 7th, 2000)

NO. PS-2 WARRANT TO PURCHASE COMMON STOCK OF PICK SAT, INC. This is to Certify That, FOR VALUE RECEIVED, GULFSAT COMMUNICATIONS CORP., or assigns ("Holder"), is entitled to purchase, subject to the provisions of this Warrant, from PICK Sat, Inc. a Delaware corporation ("Company"), such number of fully paid, validly issued and nonassessable shares of Common Stock of the Company ("Common Stock") equal to two (2%) percent of the aggregate of the issued and outstanding common stock of the Company and all outstanding derivative securities as of the date stated in (i) of the following sentence.The exercise price of this Warrant shall be equal to:(i) fifty percent (50%) of the offering price per share of the Common Stock on the date of any sale, initial public offering or private placement resulting in a change of control of the Company ("Sale of Control Event"), multiplied by a num

Pick Communications Corp – GUARANTY AGREEMENT (June 7th, 2000)

GUARANTY AGREEMENT ------------------ Guaranty Agreement dated November 12, 1999 (this "Guaranty"), from PICK Communications Corp., with offices at 155 Route 46 West, Wayne, New Jersey 07470 ("PICK" or the "Guarantor"), to IDT Corporation, with offices at 190 Main Street, Hackensack, New Jersey 07601 ("IDT"). W I T N E S S E T H - - - - - - - - - - WHEREAS, PICKNET, INC. ("PICKNET") is currently indebted to IDT in the amount of $2,350,000 consisting of (a) $2,000,000 in Promissory Notes dated February 12, 1998, April 8, 1998 and May 21, 1998, (b) accrued interest on such Promissory Notes from their dates through the date hereof in the amount of $150,000, and (c) outstanding receivables owed to IDT by PICKNET through the date hereof in the amount of $200,000 (the "Indebtedness"); and WHEREAS, such Indebte

Pick Communications Corp – PARENT GUARANTEE AGREEMENT (June 7th, 2000)

[EXECUTION COPY] PARENT GUARANTEE AGREEMENT PARENT GUARANTEE AGREEMENT, dated as of November 3, 1999, between TRI- LINKS INVESTMENT TRUST (the "Lender") and PICK COMMUNICATIONS, CORP. (the "Guarantor"). RECITALS A. The Lender and PICK Sat, Inc. (the "Borrower") are parties to that certain Loan Agreement (the "Loan Agreement"), dated as of November 3,1999, pursuant to which the Lender agreed to make certain loans to the Borrower. Capitalized terms used but not defined herein have the meanings given to them in the Loan Agreement. B. The Borrower is a wholly-owned subsidiary of the Guarantor. C. It is a condition to the obligation of the Lender to make Loans to the Borrower under the Loan Agreement that the Lender and the Guarantor enter into this Agreement pursuant to which the Guarantor will guarantee the Obligations

Pick Communications Corp – GENERAL SECURITY AGREEMENT (June 7th, 2000)

GENERAL SECURITY AGREEMENT (Floating Lien) SECURITY AGREEMENT, dated as of 1998, between PICK Communications Corp., a Nevada corporation with offices at Wayne Interchange Plaza II, Third Floor, Wayne, New Jersey 07470 (the "Debtor"), and Commonwealth Associates, a New York limited partnership with offices at 830 Third Avenue, New York, New York 10022, as agent (the "Agent") for the investors (the "Investors") from time to time set forth on Annex I hereto (the Agent, acting in such capacity, the "Secured Party"); WITNESSETH: WHEREAS, the Debtor and the Investors are parties to a series of 10% senior subordinated secured notes issued by the Debtor in a private placement pursuant to the terms of a Confidential Term Sheet dated July __, 1998 (herein, as at any time amended, extended, restated, renewed or modified, the "Notes") through the Agent, as placement agent; a

Pick Communications Corp – GENERAL SECURITY AGREEMENT (June 7th, 2000)

AMENDMENT NO. 2 TO GENERAL SECURITY AGREEMENT AMENDMENT NO. 2 dated as of March 31, 2000 (this "Amendment") to GENERAL SECURITY AGREEMENT, dated as of July 29, 1998 (the "Agreement"), as amended by AMENDMENT NO. 1 TO GENERAL SECURITY AGREEMENT, dated as of January 18, 2000 ("Amendment No. 1"), by and between PICK COMMUNICATIONS CORP., a Nevada corporation ("Debtor"), and COMMONWEALTH ASSOCIATES, a New York limited partnership, as agent ((the "Agent") for the investors (the "Investors") from time to time (the Agent, acting in such capacity, the "Secured Party.") Terms with initial capital letters used herein without definition shall have the meanings set forth in the Agreement. WHEREAS, the Debtor has requested that the Secured Party allow it to relocate certain inventory and equipment collateral listed on Schedule 1 attached hereto from the location listed on Schedule 1 to the Agreement; and WHER

Pick Communications Corp – PROMISSORY NOTE (June 7th, 2000)

[EXECUTION COPY] PROMISSORY NOTE New York, New York $500,000 November 3, 1999 PICK Sat, Inc. (the "Borrower"), for value received, promises to pay to the order of Tri Links Investment Trust (the "Lender"), the amount of $500,000 (FIVE HUNDRED THOUSAND DOLLARS) pursuant to the Loan Agreement referred to below. The Borrower promises to pay the principal amount of this Promissory Note on the dates provided in the Loan Agreement, but in any event not later than March 3, 2000 and to pay interest on the unpaid principal amount of this Promissory Note on the dates and at the rate or rates provided for in the Loan Agreement. All payments of principal and, subject to the terms and provisions of Section 2.04 of the Loan Agreement, interest shall be ma

Pick Communications Corp – ADVISORY AGREEMENT (June 7th, 2000)

ADVISORY AGREEMENT AGREEMENT made as of the 27th day of April, 1999 by and between PICK Communications Corp. (the "Company") a corporation having its principal office at 155 Route 46 West, Wayne, New Jersey 07470, and Ricardo Maranon (the "Advisor"), an Individual with an address at 770 Ponce de Leon Boulevard, Suite 304,Coral Gables, FL 33134. W I T N E S S E T H WHEREAS, the Advisor has agreed to resign from the Company's Board of Directors and the Company desires to retain the Advisor to provide ongoing financial advisory services; and WHEREAS, the Advisor desires to be retained to render such services. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto hereby agree as follows: 1. The Company hereby retains the Advisor on a non-exclusive basis and the Advisor hereby accepts such retention

Pick Communications Corp – LOAN AGREEMENT (June 7th, 2000)

[EXECUTION COPY] LOAN AGREEMENT dated as of November 3, 1999, among TRI-LINKS INVESTMENT TRUST, as the Lender, PICK SAT, INC., as the Borrower and PICK COMMUNICATIONS, CORP., as the Parent TABLE OF CONTENTS ARTICLE I Defined Terms Page ---- Section 1.01. Certain Definitions........

Pick Communications Corp – AMENDMENT AGREEMENT (June 7th, 2000)

[EXECUTION COPY] AMENDMENT AGREEMENT AMENDMENT AGREEMENT, dated as of January 26, 2000, among TRI-LINKS INVESTMENT TRUST ("Tri-Link"), PICK SAT, INC. (the "Borrower") and PICK COMMUNICATIONS, CORP. (the "Parent"). RECITALS A. Tri-Links, the Borrower and the Parent are parties to that certain Loan Agreement (the "Loan Agreement"), dated as of November 3, 1999, pursuant to which Tri-Links agreed to lend up to $500,000 to the Borrower on a revolving basis (the "Loan"). Capitalized terms used but not otherwise defined herein have the meanings given to them in the Loan Agreement. B. In connection with the Loan Agreement, Tri-Links and the Borrower entered into the Borrower Security Agreement (the "Borrower Security Agreement"), dated as of November 3, 1999, pursuant to which the Borrower granted a security interest in substanti

Pick Communications Corp – 9% SIX-MONTH PROMISSORY NOTE (June 7th, 2000)

EXHIBIT A 9% SIX-MONTH PROMISSORY NOTE $2,350,000 November 10, 1999 PICKNET, INC., with offices at 155 Route 46, West, Wayne, New Jersey 07470 (the "Company"), for value received, promises to pay IDT Corporation, with offices at 190 Main Street, Hackensack, New Jersey 07601 (the "Holder" or "IDT"), the principal amount of Two Million Three Hundred Fifty Thousand and 00/100 Dollars ($2,350,000) together with interest thereon at the rate of nine percent (9%) per annum, paid as set forth below, from the date of this Note until the unpaid principal amount is paid in full. Payments shall be in coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. 1. Payment. The Company shall make one payment of $250,000 upon the earlier to oc

Pick Communications Corp – CONSULTING AGREEMENT (June 7th, 2000)

CONSULTING AGREEMENT AGREEMENT made as of the 8th day of July, 1999 by and between PICK Communications Corp. and its subsidiaries (the "Company") with an address at 155 Route 46 West, Wayne, New Jersey 07470 and Thomas M. Malone (the "Consultant"), an individual residing at 1817 St. Boniface Street, Vienna, Virginia 22182. W I T N E S S E T H WHEREAS, the Consultant has resigned from employment and as a member of the Board of Directors of the Company effective July 8, 1999 and simultaneously entered into a Confidential Separation Agreement and Release of All Claims ("Separation Agreement") which remains in full force and effect; WHEREAS, the Company also desires to retain the Consultant to provide consulting services; and WHEREAS, the Consultant desires to be retained to render such services. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agr

Pick Communications Corp – AMENDED NOTE (June 7th, 2000)

AMENDED NOTE This amended note ("Amended Note") made as of April 30, 1999 by PICK Communications Corp. (the "Company"), a Nevada corporation, is to be attached to and made a part of that certain 10% Senior Secured Note (the "Note") made by the Company to the order of ________________________ (the "Payee") in the original principal amount of $_____________ payable on April 27, 1999, together with unpaid interest of $________________ through April 29, 1999, or an aggregate of $__________________ (the "Principal Amount"). NOW, THEREFORE, in consideration of $1.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that the Note shall be amended and modified as follows: 1. The Principal Amount of this Amended Note shall equal the principal amount plus accrued and unpaid interest on the original Note. The interest rate on this Amended Note shall revert

Pick Communications Corp – AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (June 7th, 2000)

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT made as of the 22nd day of April,1999, by and between PICK COMMUNICATIONS CORP. (hereinafter referred to as "PICK' or "Employer"), a corporation having its principal office at 155 Route 46 West, Wayne, New Jersey 07470, and DIEGO LEIVA (hereinafter "Employee"), an individual residing at 13635 Deering Bay Drive, #293,Coral Gables, FL 33158. WITNESSETH WHEREAS, the Company and the Employee have previously entered into that certain Employment Agreement made as of September 28, 1998 (the "Employment Agreement") outlining the terms and conditions of the employment of the Employee. Capitalized terms that are used but not defined herein shall have the meanings assigned to them in the Employment Agreement; WHEREAS, The Company and the Employee desire to amend the Employment Agreement; NOW, THEREFORE, in consideration

Pick Communications Corp – AGREEMENT (June 7th, 2000)

Exhibit 10.7 AGREEMENT Agreement dated November 12, 1999 (this "Agreement"), by and among PICK Communications Corp., with offices at 155 Route 46 West, Wayne, New Jersey 07470 ("PICK" or the "Company"), PICKNET, INC., with offices at 155 Route 46 West, Wayne, New Jersey 07470 ("PICKNET") and IDT Corporation, with offices at 190 Main Street, Hackensack, New Jersey 07601 ("IDT"). W I T N E S S E T H WHEREAS, PICKNET is currently indebted to IDT in the amount of $2,350,000 consisting of (a) $2,000,000 in Promissory Notes dated February 12, 1998, April 8, 1998 and May 21, 1998 (the "Promissory Notes") (b) accrued interest on such Promissory Notes from their dates through the date hereof in the amount of $150,000, and (c) outstanding receivables owed to IDT by PICKNET through the date hereof in the amount of $200,0

Pick Communications Corp – GENERAL SECURITY AGREEMENT (June 7th, 2000)

AMENDMENT NO. 1 TO GENERAL SECURITY AGREEMENT AMENDMENT NO. 1 dated as of December 20, 1999 (this "Amendment") to GENERAL SECURITY AGREEMENT, dated as of July 29, 1998 (the "Agreement"), by and between PICK COMMUNICATIONS CORP., a Nevada corporation ("Debtor"), and COMMONWEALTH ASSOCIATES, a New York limited partnership, as agent ((the "Agent") for the investors (the "Investors") from time to time (the Agent, acting in such capacity, the "Secured Party.") Terms with initial capital letters used herein without definition shall have the meanings set forth in the Agreement. WHEREAS, the Debtor has agreed to sell to Lebow Investments Ltd., a British Virgin Islands Corporation ("Lebow") all of the outstanding capital stock of PICK Net Inc., a New Jersey corporation, and PICK Net UK, PLC, a corporation formed under the laws of England, both wholly-owned subsidiaries of the Debtor (collectively "PICK Net") pursua

Pick Communications Corp – GUARANTEE (June 7th, 2000)

Exhibit 2 GUARANTEE Guarantee dated September 13, 1999 (this "Guarantee") from PICKSat, Inc., a Delaware corporation with offices at 8401 NW 53rd Terrace, Suite 119, Miami, FL 33166 (the "Guarantor"), to Atlantic Tele-Network, Inc. with offices at 19 Estate Thomas/Havensight, St. Thomas, U.S. Virgin Islands 00802 ("ATN"). WITNESSETH WHEREAS, ATN has heretofore made certain loans to the Guarantor which are payable on demand and has entered into a Discretionary Credit Agreement dated as of the date of this Guarantee (as from time to time in effect, the "Credit Agreement") with PICKNet, Inc. ("PICKNet"), and PICKNet UK PLC, ("PICKNet UK" and, together with PICKNet, Inc., the "Companies"), affiliates of the Guarantor, pursuant to which ATN in its discretion may lend up to $5,000,000 to the Companies'. WHEREAS, said

Pick Communications Corp – MANAGEMENT SERVICE AGREEMENT (June 7th, 2000)

MANAGEMENT SERVICE AGREEMENT This Management Service Agreement is made and entered into by Pick Communications Corp. of 8401 NW 53rd Terrace, Suite 119, Miami, FL 33166 ("PICK" and the "Company") and Saicol Limited of Clarendon House, Church Street, Hamilton, Bermuda ("Saicol"). 1. Scope of Service Pick agrees to engage Saicol for the purpose of providing management services to Picknet UK Plc, a wholly-owned subsidiary of Pick, to include (a) The provision Of services for the letter of intent entered into between Atlantic Tele-Network, Inc., ("ATN") and Pick whereby ATN intends to acquire the Picknet UK Plc and Picknet, Inc., (b) The provision of office space and the maintenance of equipment locations within the United Kingdom, (c) Accounting maintenance and storage, (d) Licensing and U.K. government filing requirements under OFTEL, Companies House, VAT, Inland Revenue and the Department of Trade and Industry, (e) Su

Pick Communications Corp – TERMINATION AGREEMENT (June 7th, 2000)

TERMINATION AGREEMENT THIS TERMINATION AGREEMENT, dated as of the 13th day of January 2000, by and among PICK COMMUNICATIONS CORP, a Nevada corporation ("Pick") LEBOW INVESTMENTS LTD., a British Virgin Island corporation ("Lebow") and ATLANTIC TELENETWORK, INC., a Delaware corporation ("ATN"). RECITALS -------- WHEREAS, Lebow and ATN entered into that certain Option Agreement dated as of September 13, 1999 (the "Option Agreement") relating to the purchase of all the outstanding capital stock of PICK Net, Inc. and PICK Net UK PLC (the "Companies"); and WHEREAS, Lebow and ATN have made a mutual decision not to complete the transaction contemplated by the Option Agreement; and WHEREAS, neither Lebow nor ATN has commenced performance under the Option Agreement, and Lebow and ATN wish to terminate the Option Ag

Pick Communications Corp – PICKSAT OPTION AGREEMENT (October 4th, 1999)

PICKSAT OPTION AGREEMENT This Option Agreement is made as of September 13, 1999 among PICK Communications Corp., a Nevada corporation ("PICK Communications"), PICKSat, Inc., a Delaware corporation ("PICKSAT") and Atlantic Tele-Network, Inc., a Delaware Corporation ("ATN"). W I T N E S S E T H WHEREAS, PICK Communications has agreed to sell to Lebow Investments Ltd., a British Virgin Islands Corporation ("Lebow") all of the outstanding capital stock of PICKNet Inc. and PICKNet UK PLC (collectively the "Companies") pursuant to a Stock Purchase Agreement of even date herewith ("Stock Purchase Agreement"); WHEREAS, ATN has entered into a Credit Agreement of even date herewith with the Companies (the "Credit Agreement") pursuant to which ATN in its discretion will lend up to $5,000,000 to the Companies. WHEREAS, ATN has heretofore made and may hereafter make loans to PICK Communications a

Pick Communications Corp – STOCK PURCHASE AGREEMENT (October 4th, 1999)

STOCK PURCHASE AGREEMENT By and Between PICK COMMUNICATIONS CORP. and LEBOW INVESTMENTS LTD. ---------------------- Dated as of September 13, 1999 ---------------------- TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE...............................................................................................-1- SECTION 1.1 Agreement to Sell and Purchase Capital Stock; Consideration...............................-1- SECTION 1.2 Elimination of Intercompany and

Pick Communications Corp – WARRANT TO PURCHASE COMMON STOCK (August 13th, 1999)

Exhibit 4.4 WARRANT TO PURCHASE COMMON STOCK OF PICK COMMUNICATIONS CORP. This is to Certify That, FOR VALUE RECEIVED, ____________, or assigns ("Holder"), is entitled to purchase, subject to the provisions of this Warrant, from PICK Communications Corp., a Delaware corporation ("Company"), ___________ (________) fully paid, validly issued and nonassessable shares of common stock, $.001 par value, of the Company ("Common Stock") at a price of $1.25 per share at any time or from time to time during the period from __________, 1998 until __________, 2003, subject to adjustment as set forth herein. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common

Pick Communications Corp – THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE (August 13th, 1999)

Exhibit 4.2 THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE. ------------------------------------------------------------------------------- PICK COMMUNICATIONS CORP. No. _________ $______________ 10% Senior Secured Note PICK Communications Corp.,

Pick Communications Corp – WARRANT TO PURCHASE COMMON STOCK (August 13th, 1999)

Exhibit 4.8 WARRANT TO PURCHASE COMMON STOCK OF PICK COMMUNICATIONS CORP. This is to Certify That, FOR VALUE RECEIVED, _______________________, or assigns ("Holder"), is entitled to purchase, subject to the provisions of this Warrant, from PICK Communications Corp., a Nevada corporation ("Company"), ___________ (________) fully paid, validly issued and nonassessable shares of Common Stock of the Company ("Common Stock") at a price equal to $.63 per share at any time or from time to time during the period from the date of issuance of this Warrant until March 31, 2001, subject to adjustment as set forth herein. This Warrant was originally issued by the Company in connection with the issuance of Series D Convertible Preferred Stock, on the basis of 200,00 warrants for every $1,000,000 of Series D Preferred

Pick Communications Corp – THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE (August 13th, 1999)

Exhibit 4.3 THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE. ---------------------------------------------------------------------- PICK COMMUNICATIONS CORP. No. _________ $______________ 8% Senior Secured Note PICK Communications Corp., a

Pick Communications Corp – WARRANT TO PURCHASE COMMON STOCK (August 13th, 1999)

Exhibit 4.5 WARRANT TO PURCHASE COMMON STOCK OF PICK COMMUNICATIONS CORP. This is to Certify That, FOR VALUE RECEIVED, ____________, or assigns ("Holder"), is entitled to purchase, subject to the provisions of this Warrant, from PICK Communications Corp., a Nevada corporation ("Company"), ___________ (________) fully paid, validly issued and nonassessable shares of common stock, $.001 par value, of the Company ("Common Stock") at a price of $.50 per share at any time or from time to time during the period from May __, 1999 until May __, 2004, subject to adjustment as set forth herein. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stock deli

Pick Communications Corp – EMPLOYMENT AGREEMENT (May 3rd, 1999)

EMPLOYMENT AGREEMENT -------------------- AGREEMENT made as of the 28th day of September,1998, by and between PICK COMMUNICATIONS CORP. (hereinafter referred to as "PICK" or "Employer"), a corporation having its principal office at 155 Route 46 West, Wayne, New Jersey 07470, and DIEGO LEIVA (hereinafter "Employee"), an Individual residing in Wayne, New Jersey. WITNESSETH: WHEREAS, Employee is currently employed by PICK as the President and Chief Executive Officer; and WHEREAS, Employee is a founder of PICK and has been, and continues to be, a driving force behind the continued success of PICK; and WHEREAS, PICK is desirous of continuing to employ Employee in such capacity, all upon the terms and subject to the conditions hereinafter provided. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound, a

Pick Communications Corp – MASTER PURCHASE AGREEMENT (November 13th, 1998)

MASTER PURCHASE AGREEMENT This Master Purchase Agreement ("Agreement"), effective as of the 16th day of July, 1998, is entered into by and between PICKNET, Inc., (hereinafter "Company") a wholly owned subsidiary of PICK Communications Corporation, with offices located at 155 Route 46 West, Wayne, New Jersey 07470 and Northern Telecom Inc. (hereinafter "Nortel"), with offices located at 2221 Lakeside Boulevard, Richardson, Texas 75082. WHEREAS, Nortel is engaged in the design, development, manufacture and sale of various products and offers services associated with such products, which can be used in connection with the telecommunication services, products and networks of Company; and WHEREAS, Company and its Affiliates wish to be able to purchase and/or license various Products and Services from Nortel and its Affiliates as set forth in initial Product Annex Exhibits attached hereto, and incorporated herein by reference, or added subsequent

Pick Communications Corp – SOFTWARE LICENSE AND SUPPORT AGREEMENT (November 13th, 1998)

Portal Proprietary & Confidential PORTAL Agreement Number: ___________ SOFTWARE LICENSE AND SUPPORT AGREEMENT This Software License and Support Agreement dated July 28, 1998, ("Effective Date") is entered into by and between Portal Software, Inc, a California corporation with principle offices at 20863 Stevens Creek Boulevard, Suite 200, Cupertino, California 95014 ("Portal") and Pick Communications Corporation, a Delaware corporation with principle offices at 8401 Northwest 53rd Terrace, Suite 119, Miami, FL 33166 ("Licensee") and describes the terms and conditions pursuant to which Portal shall license to Licensee and support certain Portal Software (as defined below). 1. Definitions 1.1 "Affiliate" means an entity directly or indirectly controlled by Licensee, where control means the ownership or control of more than fifty percent (50%) of all of the voting power of the shares (or other securiti

Pick Communications Corp – AMENDMENT TO (June 5th, 1998)

AMENDMENT TO RECIPROCAL TELECOMMUNICATIONS AGREEMENT Reference is made to the Reciprocal Telecommunications Agreement between, PICKNET Inc. ("PICK") with IDT Corporation ("Customer"), dated November 11, 1996. 1. Customer shall lend PICK up to a total of Two Million Dollars ($2,000,000), subject to the following advancement schedule and conditions therein ("Loan") and PICK agrees to repay said Loan within one (1) year following the first advance made hereunder. PICK's parent company, PICK Communications Corp. ("PCC"), agrees to absolutely and unconditionally guarantee repayment of any advancements made to PICK by Customer and shall co-sign any Notes executed by PICK as required hereunder. Upon advancements by Customer, Customer shall be issued warrants by PCC to purchase shares of PCC common stock, pursuant to the following schedule. The terms and conditions of the Loan are as set forth in the draft Note at

Pick Communications Corp – DISTRIBUTOR AGREEMENT (June 5th, 1998)

DISTRIBUTOR AGREEMENT THIS DISTRIBUTOR AGREEMENT is made on this 11th day of February, 1998, by and between PICK, INC., (hereinafter "PICK") a New Jersey Corporation, located at Wayne Interchange Plaza 11, 155 Route 46 West, Third Floor, Wayne, NJ 07470, and BLACKSTONE CALLING CARD, INC. (hereinafter "DISTRIBUTOR"), located at 7900 N. W. 36th Street, Second Floor, Miami, Florida 33166. WHEREAS, PICK is engaged in the business of marketing telecommunications services, long distance access lines, and other communications products; and WHEREAS, DISTRIBUTOR is engaged in the business of distributing prepaid telephone calling cards to an established network of retail outlets for the purpose of resale to the general public; and WHEREAS, PICK and DISTRIBUTOR desire to enter into a non-exclusive distributorship whereby DISTRIBUTOR agrees to market specific prepaid telephone calling cards; NOW, THEREFORE, the parties, intending

Pick Communications Corp – WARRANT TO PURCHASE SHARES OF COMMON STOCK (June 5th, 1998)

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Warrant to Purchase 100,000 Shares of Common Stock WARRANT TO PURCHASE SHARES OF COMMON STOCK OF PICK COMMUNICATIONS CORP. This is to certify that, FOR VALUE RECEIVED, IDT Corporation ("Holder") having an office at 190 Main Street, Hackensack, NJ 07601, is entitled to purchase, subject to the provisions of this Warrant, from PICK COMMUNICATIONS CORP., a Nevada corporation (the "Company"), 100,000 fully paid, validly issued and non-assessable shares of Common Stock (the "Common Stock"), par va