Phone1globalwide Inc Sample Contracts

Phone1globalwide Inc – 2000 STOCK INCENTIVE PLAN (January 4th, 2005)

AMENDED AND RESTATED PHONE1GLOBALWIDE INC. 2000 STOCK INCENTIVE PLAN SECTION I. PURPOSE The purpose of this Amended and Restated Phone1Globalwide Inc. 2000 Stock Incentive Plan is to enhance the Company's profitability and value for the benefit of its shareholders by enabling the Company to offer Eligible Employees, Consultants and Non-Employee Directors of the Company and its Affiliates stock-based incentives in the Company, thereby creating a means to raise the level of stock ownership by such individuals in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company's shareholders. SECTION II. DEFINITIONS For purposes of this Plan, the following terms shall have the following mea

Phone1globalwide Inc – REGULATION S SUBSCRIPTION AGREEMENT (August 13th, 2004)

PHONE1GLOBALWIDE, INC. SUBSCRIPTION INSTRUCTIONS TO REGULATION S SUBSCRIPTION AGREEMENT 1. Subscription Agreement. READ THE SUBSCRIPTION AGREEMENT IN ITS ENTIRETY. It contains certain statements and certain representations required to be made by each subscriber. Complete, date and sign the Signature Page (page 12 of the Subscription Agreement) and return the executed Subscription Agreement, together with payment in full for the number of Shares subscribed for, to the Company at the address set forth in Item 3 below. 2. Certificate for Corporate, Partnership, Trust and Joint Purchasers. If the purchaser is a corporation, partnership, trust or two or more individuals purchasing jointly, note the specific instructions that appear in the Certificate of Corporate, Partnership, Trust and Joint Purchasers. Please date and sign the Certificate. 3. Payment. You will b

Phone1globalwide Inc – EXECUTIVE EMPLOYMENT AGREEMENT (July 1st, 2004)

Exhibit 10.62 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") dated April 30, 2004, by and between PHONE1GLOBALWIDE, INC., a Delaware corporation with an address at 100 North Biscayne Blvd., Suite 2500, Miami, Florida 33132 (the "Company"), and Louis Giordano with an address at 739 Crandon Blvd, Unit PH2, Key Biscayne FL 33149 (the "Executive"). The Company and the Executive are sometime individually referred to as a "Party" and collectively as the "Parties". WITNESSETH: WHEREAS, the Company is in the business of providing pay phone telecommunications services to domestic and international markets (the "Business") and the Company desires to induce the Executive to enter into the employment of the Company for the period provided in this Agreement in accordance with the ter

Phone1globalwide Inc – EXECUTIVE EMPLOYMENT AGREEMENT (June 29th, 2004)

Exhibit 10.62 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") dated April 30, 2004, by and between PHONE1GLOBALWIDE, INC., a Delaware corporation with an address at 100 North Biscayne Blvd., Suite 2500, Miami, Florida 33132 (the "Company"), and Louis Giordano with an address at 739 Crandon Blvd, Unit PH2, Key Biscayne FL 33149 (the "Executive"). The Company and the Executive are sometime individually referred to as a "Party" and collectively as the "Parties". WITNESSETH: WHEREAS, the Company is in the business of providing pay phone telecommunications services to domestic and international markets (the "Business") and the Company desires to induce the Executive to enter into the employment of the Company for the period provided in this Agreement in accordance with the ter

Phone1globalwide Inc – CONVERSION NOTICE (October 14th, 2003)

CONVERSION NOTICE The undersigned, Hispanic Telecommunications Holding S.A. pursuant to the provisions of the Loan Agreement, dated as of November 26, 2002 entered into among GNB Bank Panama S.A. (the "Lender"), Phone1, Inc., Phone1Globalwide, Inc. ("Global") and Globaltron Communications Corporation (the "Loan Agreement") and assigned to the undersigned on September 30, 2003, hereby exercises its right to convert the Note and the Loan (as such terms are defined in the Loan Agreement) and hereby surrenders a principal amount of the Note and the Loan equal to $5,000,000, entitling the undersigned to receive 12,500,000 shares of the common stock of Global, par value .001 per share, and requests that the certificates for such shares be issued in the name of Hispanic Telecommunications Holding S.A. and delivered to the undersigned as indicated by it to the transfer agent. Dated: September 30, 2003 Hispanic Telecommunications Hol

Phone1globalwide Inc – REGULATION S SUBSCRIPTION AGREEMENT (October 14th, 2003)

PHONE1GLOBALWIDE, INC. SUBSCRIPTION INSTRUCTIONS TO REGULATION S SUBSCRIPTION AGREEMENT 1. SUBSCRIPTION AGREEMENT. READ THE SUBSCRIPTION AGREEMENT IN ITS ENTIRETY. It contains certain statements and certain representations required to be made by each subscriber. Complete, date and sign the Signature Page (page 12 of the Subscription Agreement) and return the executed Subscription Agreement, together with payment in full for the number of Shares subscribed for, to the Company at the address set forth in Item 3 below. 2. CERTIFICATE FOR CORPORATE, PARTNERSHIP, TRUST AND JOINT PURCHASERS. If the purchaser is a corporation, partnership, trust or two or more individuals purchasing jointly, note the specific instructions that appear in the Certificate of Corporate, Partnership, Trust and Joint Purchasers. Please date and sign the Certificate. 3. PAYMEN

Phone1globalwide Inc – CONVERSION NOTICE (October 14th, 2003)

CONVERSION NOTICE The undersigned, Hispanic Telecommunications Holding S.A. pursuant to the provisions of the Loan Agreement, dated as of February 17, 2003 entered into among GNB Bank Panama S.A. (the "Lender"), Phone1, Inc., Phone1Globalwide, Inc. ("Global") and Globaltron Communications Corporation (the "Loan Agreement") and assigned to the undersigned on September 30, 2003, hereby exercises its right to convert the Note and the Loan (as such terms are defined in the Loan Agreement) and hereby surrenders a principal amount of the Note and the Loan equal to $5,000,000, entitling the undersigned to receive 12,500,000 shares of the common stock of Global, par value .001 per share, and requests that the certificates for such shares be issued in the name of Hispanic Telecommunications Holding S.A. and delivered to the undersigned as indicated by it to the transfer agent. Dated: September 30, 2003 Hispanic Telecommunications Hol

Phone1globalwide Inc – CONVERSION NOTICE (October 14th, 2003)

CONVERSION NOTICE The undersigned, Hispanic Telecommunications Holding S.A. pursuant to the provisions of the Loan Agreement, dated as of September 30, 2002 entered into among GNB Bank Panama S.A. (the "Lender"), Phone1, Inc., Phone1Globalwide, Inc. ("Global") and Globaltron Communications Corporation (the "Loan Agreement") and assigned to the undersigned on September 30, 2003, hereby exercises its right to convert the principal outstanding under the Note and the Loan (as such terms are defined in the Loan Agreement) and hereby surrenders a principal outstanding amount of the Note and the Loan equal to $10,000,000, entitling the undersigned to receive 25,000,000 shares of the common stock of Global, par value .001 per share, and requests that the certificates for such shares be issued in the name of Hispanic Telecommunications Holding S.A. and delivered to the undersigned as indicated by it to the transfer agent. Dated: September 30, 2003

Phone1globalwide Inc – CONSULTING AGREEMENT (June 30th, 2003)

Exhibit 10.53 CONSULTING AGREEMENT CONSULTING AGREEMENT (the "Agreement") dated as of the 15th day of April 2002, between Phone1 Inc., with offices at 100 North Biscayne Blvd., Miami, FL 33131 ("Phone1"), APC Development Inc., with offices at 7633 South 180th Street, Kent, WA 98032 ("APC") and H. Weaver Jordan with an address at 7633 South 180th Street, Kent, WA 98032 ("Jordan" and together with APC, the "Consultants"). R E C I T A L S: A. Phone1 desires to engage the services of Consultants, as independent consultants, due to their expertise in the telecommunications business; B. Consultants acknowledge that they have the technical knowledge and business background and experience to undertake their duties hereunder and will diligently and faithfully render the services requested of them; and C. Phone1 is a company engaged in

Phone1globalwide Inc – SUPPORT AGREEMENT (June 30th, 2003)

Exhibit 10.43 [PHOENIXSOFT LOGO OMITTED] -------------------------------------------------------------------------------- SUPPORT AGREEMENT This agreement (the "Support Agreement") is dated as of February 13, 2003 (the "Effective Date") by and between the following parties: "Licensor" "Licensee" ---------- ---------- PhoenixSoft, Inc., an Arizona corporation Company Name: Phone 1, Inc. 6530 North 16th Street Address: 100 North Biscayne Blvd., 25th Floor Phoenix, Arizona 85016

Phone1globalwide Inc – [PHOENIXSOFT LOGO OMITTED] Software License Agreement (June 30th, 2003)

Exhibit 10.42 [PHOENIXSOFT LOGO OMITTED] Software License Agreement -------------------------------------------------------------------------------- Software License Agreement This Software License Agreement (the "License Agreement") is dated as of February 13, 2003 (the "Effective Date") and entered into by and between the following parties: "Licensor" "Licensee" ---------- ---------- PhoenixSoft, Inc., an Arizona corporation Company Name: Phone 1, Inc. 6530 North 16th Street Address: 100 North Biscayne

Phone1globalwide Inc – EXECUTIVE EMPLOYMENT AGREEMENT (June 30th, 2003)

EXH 10.40 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") dated as of January 1, 2003, by and between PHONE1GLOBALWIDE, INC., a Delaware corporation with an address at 100 North Biscayne Blvd., Suite 2500, Miami, Florida 33132 (the "Company"), and FEDERICO FUENTES with an address at 3640 Yacht Club Drive, #410 FL ____ (the "Executive"). The Company and the Executive are sometime individually referred to as a "Party" and collectively as the "Parties". WITNESSETH: WHEREAS, the Company is in the business of providing pay phone telecommunications services to domestic and international markets (the "Business") and the Company desires to induce the Executive to enter into the employment of the Company for the period provided in this Agreement in accordance with the terms and conditions set forth below; and

Phone1globalwide Inc – EXECUTIVE EMPLOYMENT AGREEMENT (June 30th, 2003)

Exhibit 10.39 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") dated effective January 1, 2003, by and between PHONE1GLOBALWIDE, INC., a Florida corporation with an address at 100 North Biscayne Blvd., Suite 2500, Miami, Florida 33132 (the "Company"), and DILOWE BARKER, with an address at 226 Bal Cross Dr., Bal Harbour, Fl 33154 (the "Executive"). The Company and the Executive are sometime individually referred to as a "Party" and collectively as the "Parties". WITNESSETH: WHEREAS, the Company is in the business of providing pay phone telecommunications services to domestic and international markets (the "Business") and the Company desires to induce the Executive to enter into the employment of the Company for the period provided in this Agreement in accordance with the terms and conditions set forth below;

Phone1globalwide Inc – CONSULTING AGREEMENT (June 30th, 2003)

EXH 10.41 CONSULTING AGREEMENT -------------------- This Consulting Agreement (the "Agreement") is made and entered into this 10th day of March 2003, by and between Stockbroker Associates Corporation, a Delaware corporation ("Consultant" or "SAC") whose principle place of business is 5830 W Flamingo Blvd Suite 130 Las Vegas, NV 89103 and Phone1Globalwide, Inc., a Delaware corporation ("Client") whose principle place of business is 100 North Biscayne Boulevard, 25th Floor, Miami, FL 33132. RECITALS A. Consultant is engaged in the business of providing various consulting and public relations services for and on behalf of clients whose equity securities are publicly traded, including interactions with broker/dealers, strategic communication programs, industry awareness,

Phone1globalwide Inc – FIRST AMENDMENT TO SENT PAID SERVICES AGREEMENT (April 15th, 2003)

[SBC LOGO] EXHIBIT 10.1 FIRST AMENDMENT TO SENT PAID SERVICES AGREEMENT FROM SBC PAY PHONES BETWEEN SBC SERVICES, INC. AND PHONE1, INC. THIS FIRST AMENDMENT dated this 31st day of March 2003 ("Amendment Effective Date"), is by and between Phone1, Inc., with offices at 100 N. Biscayne Blvd., 25th Floor, Miami, Florida, 33132 ("Phone1") and SBC Services, Inc., as agent for one or more of the following, depending upon the state(s) in which service is provided hereunder for pay phone services: Pacific Bell Telephone Company, a California corporation, d/b/a SBC California; Nevada Bell Telephone Company, a Nevada corporation, d/b/a SBC Nevada; Southwestern Bell Telephone, L.P., a limited partnership under the laws of the state of Texas, providing pay phone service in the states of Texas, Missouri, Kansas, Arkansas, and Oklahoma, d/b/a SBC Southwest; Illinois Bell Telephone Company, an Illinois corpo

Phone1globalwide Inc – LOAN AGREEMENT (March 3rd, 2003)

THIS LOAN AGREEMENT (the "Agreement") is entered into as of February 17, 2003, among Phone1, Inc. (the "Borrower"), a Florida corporation, Phone1Globalwide, Inc. ("Global") a Delaware corporation, Globaltron Communications Corporation ("GCC" and together with Global, "Guarantors") a Delaware corporation and GNB Bank Panama S.A. (the "Lender"), a bank organized under the laws of the Republic of Panama.

Phone1globalwide Inc – SECURITY AGREEMENT (March 3rd, 2003)

WHEREAS, pursuant to that certain Loan Agreement (which is incorporated herein by reference) dated as of the date hereof (the "Loan Agreement") by and among Lender and the Grantors, Lender has agreed to make the Loan;

Phone1globalwide Inc – EXECUTIVE EMPLOYMENT AGREEMENT (February 12th, 2003)

THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") dated November 21, 2002, by and between PHONE1GLOBALWIDE, INC., a Delaware corporation with an address at 100 North Biscayne Blvd., Suite 2500, Miami, Florida 33132 (the "Company"), and SYED NAQVI with an address at 1911 Lyons Road, Coconut Creek, FL 33063 (the "Executive"). The Company and the Executive are sometime individually referred to as a “Party” and collectively as the “Parties”.

Phone1globalwide Inc – EXECUTIVE EMPLOYMENT AGREEMENT (February 12th, 2003)

THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") dated December 4, 2002, by and between PHONE1GLOBALWIDE, INC., a Delaware corporation with an address at 100 North Biscayne Blvd., Suite 2500, Miami, Florida 33132 (the "Company"), and DARIO ECHEVERRY with an address at 4000 Island Blvd., #402, Williams Island, FL 33160 (the "Executive"). The Company and the Executive are sometime individually referred to as a “Party” and collectively as the “Parties”.

Phone1globalwide Inc – CERTIFICATION PURSUANT TO AS ADOPTED PURSUANT TO (February 12th, 2003)

In connection with the Quarterly Report of Phone1Globalwide, Inc. (the “Company”) on Form 10-QSB for the period ending December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Syed Naqvi, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

Phone1globalwide Inc – CERTIFICATION PURSUANT TO AS ADOPTED PURSUANT TO (February 12th, 2003)

In connection with the Quarterly Report of Phone1Globalwide, Inc. (the “Company”) on Form 10-QSB for the period ending December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dario Echeverry, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

Phone1globalwide Inc – THIS NOTE MAY NOT BE TRANSFERRED, SOLD, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT (December 24th, 2002)

EXHIBIT 10.2 THIS NOTE MAY NOT BE TRANSFERRED, SOLD, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. NOTE $10,000,000.00 December 20, 2002 FOR VALUE RECEIVED, Phone1, Inc., a Florida corporation (the "Borrower"), having a principal office at 100 North Biscayne Blvd, Suite 2500, Miami, FL 33131, IRREVOCABLY AND UNCONDITIONALLY PROMISES to pay to the order of GNB Bank Panama S.A. ("Lender") on the Repayment Date (as defined below) at Calle 50 y Aquilino de la Guardia, Torre Banco Continental, Piso 30, Panama City, Republic of Panama (the "Office"), or such other place, as may be designated by the Lender in a written notice given to the Borrower, in lawful money of the United Sates of America in New York Clearing House funds, the principal sum of ten mill

Phone1globalwide Inc – CONVERSION NOTICE (December 24th, 2002)

Exhibit 10.1 CONVERSION NOTICE The undersigned, GNB Bank Panama S.A. pursuant to the provisions of the Loan Agreement, dated as of September 30, 2002 entered into among GNB Bank Panama S.A. (the "Lender"), Phone1, Inc., Phone1Globalwide, Inc. ("Global") and Globaltron Communications Corporation (the "Loan Agreement"), hereby exercises its right to convert the Note and the Loan (as such terms are defined in the Loan Agreement) and hereby surrenders a principal amount of the Note and the Loan equal to $10,000,000, entitling the undersigned to receive 25,000,000 shares of the common stock of Global, par value .001 per share, and requests that the certificates for such shares be issued in the name of GNB Bank Panama S.A. and delivered to Lender as indicated by it to the transfer agent. Dated: December 19, 2002 GNB Bank Panama S.A. --------

Phone1globalwide Inc – SENT PAID SERVICES AGREEMENT FROM SBC PAY PHONES (December 17th, 2002)

SENT PAID SERVICES AGREEMENT FROM SBC PAY PHONES BETWEEN SBC SERVICES, INC. AND PHONE1, INC. THIS SERVICES AGREEMENT ("Agreement") is entered into as of December 10, 2002 between Phone1, Inc., with offices at 100 N. Biscayne Blvd., 25th Floor, Miami, Florida, 33132 ("Phone1") and SBC Services, Inc., as agent for one or more of the following depending upon the state(s) in which SBC provides pay telephone services pursuant to this Agreement: SBC Pacific Bell Telephone Company, a California corporation; SBC Nevada Bell Telephone Company, a Nevada corporation; Southwestern Bell Telephone, L.P., a limited partnership under the laws of the state of Texas providing pay phone service in the states of Texas, Missouri, Kansas, Arkansas, and Oklahoma; SBC Ameritech Illinois, an Illinois corporation; SBC Ameritech Indiana, an Indiana corporation; SBC Ameritech Michigan, a Michigan corporation; SBC Ameritech Ohio, an Ohio corporation; Wisconsin Bell, Inc.,

Phone1globalwide Inc – THIS NOTE MAY NOT BE TRANSFERRED, SOLD, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT (December 11th, 2002)

EXHIBIT 10.3 THIS NOTE MAY NOT BE TRANSFERRED, SOLD, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. NOTE ---- $5,000,000.00 November 26, 2002 FOR VALUE RECEIVED, Phone1, Inc., a Florida corporation (the "Borrower"), having a principal office at 100 North Biscayne Blvd, Suite 2500, Miami, FL 33131, IRREVOCABLY AND UNCONDITIONALLY PROMISES to pay to the order of GNB Bank Panama S.A. ("Lender") on the Repayment Date (as defined below) at Calle 50 y Aquilino de la Guardia, Torre Banco Continental, Piso 30, Panama City, Republic of Panama (the "Office"), or such other place, as may be designated by the Lender in a written notice given to the Borrower, in lawful money of the United Sates of America in New York Clearing H

Phone1globalwide Inc – LOAN AGREEMENT (December 11th, 2002)

EXHIBIT 10.1 LOAN AGREEMENT THIS LOAN AGREEMENT (the "Agreement") is entered into as of November 26, 2002, among Phone1, Inc. (the "Borrower"), a Florida corporation, Phone1Globalwide, Inc. ("Global") a Delaware corporation, Globaltron Communications Corporation ("GCC" and together with Global, "Guarantors") a Delaware corporation and GNB Bank Panama S.A. (the "Lender"), a bank organized under the laws of the Republic of Panama. R E C I T A L S WHEREAS, subject to and upon the terms and conditions herein set forth, the Lender is willing to make available to the Borrower certain loaned money as provided for herein; WHEREAS, as an inducement to the Lender, (i) the Guarantors wish to guaranty Borrower's obligations hereunder, including but not limited to the repayment of the Loan and its interest and (ii) Borrower and Guarant

Phone1globalwide Inc – SECURITY AGREEMENT (December 11th, 2002)

EXHIBIT 10.2 SECURITY AGREEMENT ------------------ SECURITY AGREEMENT, dated as of November 26, 2002 (together with all amendments, if any, from time to time hereto, this "Security Agreement"), among Phone1, Inc., a Florida corporation ("Phone1"), Phone1Globalwide, Inc., a Delaware corporation ("Global") and Globaltron Communication Corporation, a Delaware corporation ("GCC" and collectively with Phone1 and Global, the "Grantors" and individually, a "Grantor"), and GNB Bank Panama S.A., a bank organized under the laws of the Republic of Panama ("Lender"). W I T N E S S T H: - - - - - - - - -- WHEREAS, pursuant to that certain Loan Agreement (which is incorporated herein by reference) dated as of the date hereof (the "Loan Agreement") by and among Lender and the Grantors, Lend

Phone1globalwide Inc – LOAN AGREEMENT (October 15th, 2002)

Exhibit 10.1 LOAN AGREEMENT THIS LOAN AGREEMENT (the "Agreement") is entered into as of September 30, 2002, among Phone1, Inc. (the "Borrower"), a Florida corporation, Phone1Globalwide, Inc. ("Global") a Delaware corporation, Globaltron Communications Corporation ("GCC" and together with Global, "Guarantors") a Delaware corporation and GNB Bank Panama S.A. (the "Lender"), a bank organized under the laws of the Republic of Panama. R E C I T A L S WHEREAS, Borrower currently owes Lender (i) the sum of US$9,231,438.49 under an outstanding overdraft facility (the "Overdraft Facility") signed on March 27, 2002 and amended on April 29, 2000, May 30, 2002, June 20, 2002, July 8, 2002 and (ii) the sum of US$10,000,000 plus accrued interest, pursuant to a loan dated October 31, 2001, guaranteed by Global, which matures on O

Phone1globalwide Inc – THIS NOTE MAY NOT BE TRANSFERRED, SOLD, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT (October 15th, 2002)

Exhibit 10.3 THIS NOTE MAY NOT BE TRANSFERRED, SOLD, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. NOTE ---- $20,000,000.00 September 30, 2002 FOR VALUE RECEIVED, Phone1, Inc., a Florida corporation (the "Borrower"), having a principal office at 100 North Biscayne Blvd, Suite 2500, Miami, FL 33131, IRREVOCABLY AND UNCONDITIONALLY PROMISES to pay to the order of GNB Bank Panama S.A. ("Lender") on the Repayment Date (as defined below) at Calle 50 y Aquilino de la Guardia, Torre Banco Continental, Piso 30, Panama City, Republic of Panama (the "Office"), or such other place, as may be designated by the Lender in a written notice given to the Borrower, in lawful money of the United Sates of America in New York Clearing H

Phone1globalwide Inc – SECURITY AGREEMENT (October 15th, 2002)

Exhibit 10.2 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of September 30, 2002 (together with all amendments, if any, from time to time hereto, this "Security Agreement"), among Phone1, Inc., a Florida corporation ("Phone1"), Phone1Globalwide, Inc., a Delaware corporation ("Global") and Globaltron Communication Corporation, a Delaware corporation ("GCC" and collectively with Phone1 and Global, the "Grantors" and individually, a "Grantor"), and GNB Bank Panama S.A., a bank organized under the laws of the Republic of Panama ("Lender"). W I T N E S S T H: - - - - - - - - -- WHEREAS, pursuant to that certain Loan Agreement (which is incorporated herein by reference) dated as of the date hereof (the "Loan Agreement") by and among Lender and the Grantors, Lender has agreed to make the Loans

Phone1globalwide Inc – THIS NOTE MAY NOT BE TRANSFERRED, SOLD, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT (October 11th, 2002)

Exhibit 10.3 THIS NOTE MAY NOT BE TRANSFERRED, SOLD, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS. NOTE ---- $20,000,000.00 September 30, 2002 FOR VALUE RECEIVED, Phone1, Inc., a Florida corporation (the "Borrower"), having a principal office at 100 North Biscayne Blvd, Suite 2500, Miami, FL 33131, IRREVOCABLY AND UNCONDITIONALLY PROMISES to pay to the order of GNB Bank Panama S.A. ("Lender") on the Repayment Date (as defined below) at Calle 50 y Aquilino de la Guardia, Torre Banco Continental, Piso 30, Panama City, Republic of Panama (the "Office"), or such other place, as may be designated by the Lender in a written notice given to the Borrower, in lawful money of the United Sates of America in New York Clearing H

Phone1globalwide Inc – LOAN AGREEMENT (October 11th, 2002)

Exhibit 10.1 LOAN AGREEMENT THIS LOAN AGREEMENT (the "Agreement") is entered into as of September 30, 2002, among Phone1, Inc. (the "Borrower"), a Florida corporation, Phone1Globalwide, Inc. ("Global") a Delaware corporation, Globaltron Communications Corporation ("GCC" and together with Global, "Guarantors") a Delaware corporation and GNB Bank Panama S.A. (the "Lender"), a bank organized under the laws of the Republic of Panama. R E C I T A L S WHEREAS, Borrower currently owes Lender (i) the sum of US$9,231,438.49 under an outstanding overdraft facility (the "Overdraft Facility") signed on March 27, 2002 and amended on April 29, 2000, May 30, 2002, June 20, 2002, July 8, 2002 and (ii) the sum of US$10,000,000 plus accrued interest, pursuant to a loan dated October 31, 2001, guaranteed by Global, which matures on O

Phone1globalwide Inc – SECURITY AGREEMENT (October 11th, 2002)

Exhibit 10.2 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of September 30, 2002 (together with all amendments, if any, from time to time hereto, this "Security Agreement"), among Phone1, Inc., a Florida corporation ("Phone1"), Phone1Globalwide, Inc., a Delaware corporation ("Global") and Globaltron Communication Corporation, a Delaware corporation ("GCC" and collectively with Phone1 and Global, the "Grantors" and individually, a "Grantor"), and GNB Bank Panama S.A., a bank organized under the laws of the Republic of Panama ("Lender"). W I T N E S S T H: - - - - - - - - -- WHEREAS, pursuant to that certain Loan Agreement (which is incorporated herein by reference) dated as of the date hereof (the "Loan Agreement") by and among Lender and the Grantors, Lender has agreed to make the Loans

Phone1globalwide Inc – RESELLER AGREEMENT (August 14th, 2002)

RESELLER AGREEMENT This Agreement is made this 14th day of January, 2001 by and between PHONE1, Inc. ("PHONE 1"), a corporation organized and existing under the laws of Florida, with its principal place of business at 100 North Biscayne Boulevard, Miami, Florida 33133, and Sprint ("Customer"), a corporation organized and existing under the laws of Kansas, with its principal place of business at 6480 Sprint Parkway, Overland Park, Ks. 66212. 1. RESELLER AGREEMENT - The "Services" are described below and in Exhibit A hereto, which is expressly incorporated herein: The payphones owned by Customer, to which PHONE1 and Customer intend to provide the Services, are listed on Exhibit B hereto, which is expressly incorporated herein. SPSI may delete payphones from Exhbit B upon written notice to Phone1 without any liability. (a) Some Services" offered under this Agreement may be offered by PHONE1 pursuant to effective tariffs filed with the Florida Public Servi

Phone1globalwide Inc – EXCLUSIVE RESELLER AGREEMENT (August 14th, 2002)

PROTEL, INC. EXCLUSIVE RESELLER AGREEMENT This Agreement dated this 24th day of July, 2001 is entered into between PROTEL, INC. (hereinafter referred to as PROTEL), a Florida Corporation, having its principal place of business at 4150 Kidron Road, Lakeland, Florida 33811, and PHONE1 Inc. (hereinafter referrred to as PHONE1), a wholly owned subsidiary of Globatron Corporation, a Florida Corporation, having its principal place of business at 100 North Biscayne Blvd., 25th Floor, Miami, Florida 33132. RECITALS WHEREAS, PROTEL is engaged in the design, development, manufacture, assembly and sale of public telephone equipment, including: intelligent electronic assemblies, electronic chassis, payphone housings, payphone related hardware accessories, special parts and replacement parts, software, firmware and programming for such telephones; and WHEREAS, PHONE1 is engaged in providing end-user dire