Ilink Telecom Inc Sample Contracts

9278 Communications Inc – AGREEMENT AND PLAN OF MERGER (February 10th, 2003)

-------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER by and between 9278 COMMUNICATIONS INC., and NTSE HOLDING CORP. dated as of January 31, 2003 -------------------------------------------------------------------------------- TABLE OF CONTENTS ARTICLE I - THE MERGER Section 1.1 The Merger...............................................................1 Section 1.2 Effective Time...........................................................1 Section 1.3 Closing..................................................................2 Section 1.4 Ce

9278 Communications Inc – PROMISSORY NOTE (April 17th, 2001)

9278 COMMUNICATIONS, INC. AMENDED AND RESTATED PROMISSORY NOTE December 13, 1999 (as amended on June 13, U.S. $2,000,000 2000 and March 22, 2001) FOR VALUE RECEIVED, 9278 COMMUNICATIONS, INC., a corporation duly organized and existing under the laws of the State of Delaware ("Maker"), hereby promises to pay to the order of SAJID KAPADIA ("Payee") the aggregate principal sum of $2,000,000, in the amounts and on the dates set forth herein and to pay interest on the unpaid principal balance hereof at the rate of 8% per annum, compounded semi-annually, until this Note is paid in full. 1. Principal repayments shall be made in the following installments: (a) $1,000,000 on March 31, 2002; and (b) $1,000,

9278 Communications Inc – 2001 STOCK OPTION PLAN (April 17th, 2001)

2001 STOCK OPTION PLAN OF 9278 COMMUNICATIONS, INC. 9278 Communications, Inc., a corporation organized under the laws of the State of Delaware, hereby adopts this 2001 Stock Option Plan. The purpose of this Plan is to further the growth, development and financial success of the Company by providing additional incentives to certain of its key Employees by assisting them to become owners of the Company's common stock ("Common Stock"), par value $.001 per share, and thus to benefit directly from its growth, development and financial success. ARTICLE I DEFINITIONS Whenever the following terms are used in this Plan, they shall have the respective meanings specified below unless the context clearly indicates to the contrary. The masculine pronoun shall include the feminine and neuter, and the singula

9278 Communications Inc – AMENDMENT TO EMPLOYMENT AGREEMENT (April 17th, 2001)

AMENDMENT TO EMPLOYMENT AGREEMENT The Employment Agreement (the "Agreement"), dated as of the 10th day of December, 1999, by and among iLink Telecom, Inc., our predecessor, ("iLink"), 9278 Distributor Inc. ("9278"), and (iii) Sajid Kapadia (the "Executive"), is amended as follows: W I T N E S S E T H: WHEREAS, subsequent to the merger by and among iLink and 9278 (the "Merger"), the surviving corporation changed its name to 9278 Communications, Inc. (the "Company"); and WHEREAS, the Executive has agreed to amend the repayment terms of a $2.0 million promissory note made to him by iLink at the time of the Merger, so that as amended, the terms provide for principal repayments by the Company of (i) $1.0 million on March 31, 2002, and (ii) $1.0 million on December 31, 2002; WHEREAS, the Company desires to recognize Executive's extraordinary services to the Company and his continued deferral

9278 Communications Inc – LOCK-UP AGREEMENT (December 12th, 2000)

Exhibit 10.2 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT ("Agreement") is made and entered into as of December 8, 2000 by and between 9278 Communications, Inc., a Delaware corporation (the "Parent"), and Nasir Ghesani (the "Stockholder"). WHEREAS, the Reliable Networks, Inc. (the "Company"), a New York corporation, the Stockholder, Reliable Acquisition Corp., a New York Corporation and wholly owned subsidiary of the Parent (the "Subsidiary") and the Parent, have entered into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"), providing for the merger of the Company with and into the Subsidiary (the "Merger"), pursuant to which the Company will become a wholly owned subsidiary of Parent. Undefined capitalized terms which appear in this Agreement shall have the definitions ascribed to them in the Merger Agreement; and WHEREA

9278 Communications Inc – EMPLOYMENT AGREEMENT (December 12th, 2000)

Exhibit 10.1 EMPLOYMENT AGREEMENT AGREEMENT, dated this 8th day of December, 2000, between Reliable Acquisition Corp., a New York corporation having its executive offices at 1942 Williamsbridge Road, Bronx, New York 10461 (the "Company"), and Nasir Ghesani, whose principal residence is 92-29 Queens Boulevard, Apt. 17H, Rego Park, New York 11374 ("Employee"). The Company desires to employ the Employee as the President of the Company, on the terms and conditions set forth herein, and the Employee desires to accept such employment. In consideration of the undertakings set forth in this Agreement, and intending to be legally bound, the parties agree as follows: 1. GENERAL AGREEMENT FOR SERVICES. The Company employs the Employee and the Employee accepts employment as President of the Company upon the terms and conditions of this Agreement.

9278 Communications Inc – NON-NEGOTIABLE PROMISSORY NOTE (December 12th, 2000)

Exhibit 4.1 NON-NEGOTIABLE PROMISSORY NOTE U.S. $400,000 December 8, 2000 FOR VALUE RECEIVED, 9278 COMMUNICATIONS, INC., a corporation duly organized and existing under the laws of the State of Delaware ("Maker"), hereby promises to pay to the order of NASIR GHESANI ("Payee") the aggregate principal sum of $400,000, in the amounts and on the dates set forth herein and to pay interest on the unpaid principal balance hereof at the rates set forth in Section 4 hereunder, until this promissory note (the "Note") is paid in full. 1. This Note is being issued to the Payee in connection with an Agreement and Plan of Merger, by and among Reliable Networks, Inc., the Payee, Reliable Acquisition Corp. and the Maker, dated of even date herewith (the "Merger Agreement"). Undefined capitalized terms which appear in this Note shal

9278 Communications Inc – NON-NEGOTIABLE PROMISSORY NOTE (December 12th, 2000)

Exhibit 4.2 NON-NEGOTIABLE PROMISSORY NOTE U.S. $100,000 December 8, 2000 FOR VALUE RECEIVED, 9278 COMMUNICATIONS, INC., a corporation duly organized and existing under the laws of the State of Delaware ("Maker"), hereby promises to pay to the order of NASIR GHESANI ("Payee") the aggregate principal sum of $100,000, in the amounts and on the dates set forth herein and to pay interest on the unpaid principal balance hereof at the rates set forth in Section 4 hereunder, until this promissory note (the "Note") is paid in full. 1. This Note is being issued to the Payee in connection with an Agreement and Plan of Merger, by and among Reliable Networks, Inc., the Payee, Reliable Acquisition Corp. and the Maker, dated of even date herewith (the "Merger Agreement"). Undefined capitalized terms which appear in this Note shall

9278 Communications Inc – AGREEMENT AND PLAN OF MERGER (December 12th, 2000)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 8, 2000 BY AND AMONG RELIABLE NETWORKS, INC. NASIR GHESANI 9278 COMMUNICATIONS, INC. AND RELIABLE ACQUISITION CORP. TABLE OF CONTENTS PAGE ---- ARTICLE I THE MERGER.................................................................................1

9278 Communications Inc – NON-NEGOTIABLE PROMISSORY NOTE (December 12th, 2000)

Exhibit 4.3 NON-NEGOTIABLE PROMISSORY NOTE U.S. $500,000 December 8, 2000 FOR VALUE RECEIVED, 9278 COMMUNICATIONS, INC., a corporation duly organized and existing under the laws of the State of Delaware ("Maker"), hereby promises to pay to the order of NASIR GHESANI ("Payee") the aggregate principal sum of $500,000, in the amounts and on the dates set forth herein and to pay interest on the unpaid principal balance hereof at the rates set forth in Section 4 hereunder, until this promissory note (the "Note") is paid in full. 1. This Note is being issued to the Payee in connection with an Agreement and Plan of Merger, by and among Reliable Networks, Inc., the Payee, Reliable Acquisition Corp. and the Maker, dated of even date herewith (the "Merger Agreement"). Undefined capitalized terms which appear in this Note shall

9278 Communications Inc – EMPLOYMENT AGREEMENT (June 20th, 2000)

EMPLOYMENT AGREEMENT AGREEMENT, dated this 1st day of June, 2000, between 9278 COMMUNICATIONS, INC., a Delaware corporation having its executive office at 1942 Williamsbridge Road , Bronx New York 10461 (the "Company"), and PAUL SARCINELLA, whose principal residence is __________________________ ("Employee"). The Company desires to employ the Employee as its Chief Financial Officer on the terms and conditions set forth herein, and the Employee desires to accept such employment. In consideration of the undertakings set forth in this Agreement, and intending to be legally bound, the parties agree as follows: 1. General Agreement for Services. The Company employs the Employee and the Employee accepts employment as Chief Financial Officer of the Company upon the terms and conditions of this Agreement. 2. Employment Period. The Employee shall commence employment on June 5, 2000. Subject to any provisions of this Agreem

9278 Communications Inc – NON-QUALIFIED STOCK OPTION PLAN (March 30th, 2000)

ILINK TELECOM, INC. NON-QUALIFIED STOCK OPTION PLAN 1. Purspose. This Non-Qualified Stock Option Plan (the "Plan") is intended to advance the interests of iLink Telecom, Inc. (the "Company") and its shareholders, by encouraging and enabliing selected officers, directors, consultants and key employees upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its business, to acquire and retain a proprietary interest in the Company by ownership of its stock. Options granted under the Plan are intended to be Options which do not meet the requirements of Section 422 of the Internal Revenue Code of 1954, as amended (the "Code"). 2. Definititions. (a) "Board" means the Board of Directors of the Company. (b) "Committee" means the directors duly appointed to administer the Plan (c) "Comon Stock" means the Company's Common Stock.

9278 Communications Inc – EMPLOYMENT AGREEMENT (March 30th, 2000)

EXHIBIT 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of the 10th day of December, 1999 (the "AGREEMENT"), by and among (i) ILINK TELECOM, INC. ("ILINK"), a Nevada corporation having its principal office at 666 Burrard Street, Suite 1170, Vancouver, British Columbia, V6C 2X8, (ii) 9278 DISTRIBUTORS INC. ("9278"), a New York corporation having its principal office at 1942 Williamsbridge Rd., Bronx, New York 10461, and (iii) SAJID KAPADIA (the "Executive"). Each of iLink and 9278 are sometimes hereinafter individually referred to as a "COMPANY" and together as the "COMPANIES." R E C I T A L S: Each of the Companies desires to employ the Executive, and the Executive desires to accept such employment by the Companies, upon the terms and conditions hereinafter set forth. In consideration of the mutual covenants and ag

Ilink Telecom Inc – ARTICLES OF INCORPORATION (December 29th, 1999)

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF ILINK TELECOM, INC. -------------------------------------------------------------------------------- Pursuant to Section 78.390 of the General Corporation Law of the State of Nevada -------------------------------------------------------------------------------- The undersigned President and Secretary of iLink Telecom, Inc. (the "Corporation"), a Nevada corporation, hereby certify as follows: FIRST: The Board of Directors of the Corporation duly adopted a resolution setting forth and declaring advisable the amendment of Article I of the Articles of Incorporation of the Corporation so that, as amended, said Article shall read as follows: "ARTICLE I

Ilink Telecom Inc – THIS SUBSCRIPTION AGREEMENT IS EXECUTED IN RELIANCE UPON THE EXEMPTION PROVIDED (December 23rd, 1999)

THIS SUBSCRIPTION AGREEMENT IS EXECUTED IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION 4(2) AND REGULATION D, RULE 506 FOR TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS OFFERING IS BEING MADE ONLY TO ACCREDITED INVESTORS. ------------------------- SUBSCRIPTION AGREEMENT ------------------------- THIS SUBSCRIPTION AGREEMENT (this "Agreement") has been executed by the undersigned in connection with the private placement of up to a maximum of 400,000 shares of Common Stock, par value $0.001 (hereinafter referred to as the "Common Stock"), of iLink Telecom, Inc., a corporation organized under the laws of the State of Nevada (symbol "ILTE") (hereinafter referred to as the "Company"). The Common Stock being sold pursuant to this Agreement has not been registered under the Securities Act. The offer of the Common Stock and, i

Ilink Telecom Inc – AGREEMENT AND PLAN OF MERGER (December 23rd, 1999)

AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is made as of the 10th day of December, 1999. AMONG: ILINK TELECOM INC., a body corporate formed pursuant to the laws of the State of Nevada and having an office for business located at 666 Burrard Street, Suite 1170, Vancouver, British Columbia V6C 2X8 ("iLink") AND: 9278 DISTRIBUTOR ACQUISITION CORPORATION, a body corporate formed pursuant to the laws of the State of New York and a wholly-owned subsidiary of iLink (the "Acquirer") AND: 9278 DISTRIBUTOR INC., a body corporate formed pursuant to the laws of the State of New York and having an office for business located at 1942 Williamsbridge Road, Bronx, New York 10461 (the "Company") WHEREAS: A. the Company is engaged in the business of wholesaling prepaid phone cards; B. iLink is e

Ilink Telecom Inc – THIS SUBSCRIPTION AGREEMENT IS EXECUTED IN RELIANCE UPON THE EXEMPTION PROVIDED (December 23rd, 1999)

THIS SUBSCRIPTION AGREEMENT IS EXECUTED IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION 4(2) AND REGULATION D, RULE 506 FOR TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS OFFERING IS BEING MADE ONLY TO ACCREDITED INVESTORS. ---------------------- SUBSCRIPTION AGREEMENT ---------------------- THIS SUBSCRIPTION AGREEMENT (this "Agreement") has been executed by the undersigned in connection with the private placement of up to a maximum of 2,500 shares of Series B Convertible Preferred Stock, par value $0.001 (hereinafter referred to as the "Preferred Stock"), of iLink Telecom, Inc., a corporation organized under the laws of the State of Nevada (symbol "ILTE") (hereinafter referred to as the "Company"). The Preferred Stock being sold pursuant to this Agreement has not been registered under the Securities Act. In addition t

Ilink Telecom Inc – IVR PLATFORM SERVICE AGREEMENT (November 30th, 1999)

IVR PLATFORM SERVICE AGREEMENT BETWEEN TELUS COMMUNICATIONS INC. AND REVERE COMMUNICATIONS INC. CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. THIS AGREEMENT made this 16th day of June, 1998 (the "Effective Date"). Between: TELUS COMMUNICATIONS INC., a duly incorporated business corporation carrying on business in the Province of Alberta ("TELUS") And Revere Communications Inc., a duly incorporated business corporation carrying on business in the Provin

Ilink Telecom Inc – IVR PLATFORM SERVICE AGREEMENT (November 1st, 1999)

IVR PLATFORM SERVICE AGREEMENT BETWEEN TELUS COMMUNICATIONS INC. AND REVERE COMMUNICATIONS INC. THIS AGREEMENT made this 16th day of June, 1998 (the "Effective Date"). Between: TELUS COMMUNICATIONS INC., a duly incorporated business corporation carrying on business in the Province of Alberta ("TELUS") And Revere Communications Inc., a duly incorporated business corporation carrying on business in the Province of Alberta ("Revere") Whereas TELUS is a provider of telecommunications network services, and is also a supplier of prepaid long-distance calling cards; And whereas Revere

Ilink Telecom Inc – SHARE EXCHANGE AGREEMENT (November 1st, 1999)

SHARE EXCHANGE AGREEMENT THIS AGREEMENT is made as of the day of September, 1999. BETWEEN: ABDE HOLDINGS LTD., a company duly incorporated pursuant to the laws of the Province of British Columbia and having its registered office located at #1107 - 11871 Horseshoe Way Richmond, British Columbia V7A 5H5 ("ABDE") AND: ILINK TELECOM, INC., a body corporate with an office for business located at Suite 1910, 1177 West Hastings Street, Vancouver, British Columbia, Canada V6E 2K3 (the "Corporation") WHEREAS: A. Pursuant to the terms of a Share Purchase Agreement dated February 26, 1999 between the Corporation and ABDE the Corporation acquired all of the issued and outstanding common shares of iLink Telecom (B.C.) Inc. (formerly

Ilink Telecom Inc – ASSIGNMENT AND AMENDING AGREEMENT (November 1st, 1999)

ASSIGNMENT AND AMENDING AGREEMENT THIS AGREEMENT made this 12th day of January, 1999. BETWEEN: REVERE COMMUNICATIONS INC. (the "Assignor") - and - ABDE HOLDINGS LTD. (the "Assignee") - and - TELUS COMMUNICATIONS INC. ("TELUS") WHEREAS the Assignor and TELUS are parties to an IVR Platform Service Agreement made the 16th day of June, 1998 (the "Agreement"); AND WHEREAS the Assignor wishes to assign its interest in the Agreement to the Assignee and the Assignee is willing to accept an assignment of the Agreement upon the terms and conditions set forth herein; AND WHEREAS the Assignee and TELUS wish to amend certain terms and conditions of the Agreement; NOW THIS AGREEMENT WITNESSES that i

Ilink Telecom Inc – RE: iLink Telecom, Inc. & Devmar Holdings Ltd. Management Contract (August 10th, 1999)

iLink Telecom, Inc. Suite 201 - 1190 Hornby Street, Vancouver, B.C. V6Z 2K5 Tel: (604) 232-0394 Fax: (604) 801-5580 email: ir@ilinktele.com February 27th, 1999 Attention: Mr. Amar Bahadoorsingh, President, Devmar Holdings Ltd. RE: iLink Telecom, Inc. & Devmar Holdings Ltd. Management Contract Dear Mr. Bahadoorsingh: This document is to outline the terms of the management contract that Devmar Holdings Ltd. ("Devmar") will undertake on behalf of iLink Telecom, Inc. Devmar Holdings Ltd. is a wholly owned holding corporation owned by Mr. Bahadoorsingh. Mr. Bahadoorsingh will act as Director, President and Chief Executive Officer, effective April 1, 1999. This contract will be in place for five years. Either party shall be entitled to terminate this consulting agreement by providing the other party with four calendar weeks written notice. For this, Devmar will be remunerated a sum of $5,000 USD

Ilink Telecom Inc – VESTING AGREEMENT (August 10th, 1999)

VESTING AGREEMENT THIS VESTING AGREEMENT is made effective the 25th day of March, 1999 BETWEEN: THE UNDERSIGNED REGISTERED HOLDER of shares of iLink Telecom, Inc. (the "Holder") AND: ILINK TELECOM, INC., a body corporate with an office for business located at Suite 1910, 1177 West Hastings Street, Vancouver, British Columbia, Canada V6E 2K3 (the "Company") WHEREAS: A. The Holder has been issued a total of 300,000 shares of the Company's Common Stock (the "Shares"); B. The certificates representing the Shares bear the legend required by Rule 144 under the Securities Act of 1933; C. The Company holds the certificates representing the Shares; and D. The Holder has agreed that the Shares shall be held by the Company, undelivered, until such time as ownership of the Shares vests in the Hold

Ilink Telecom Inc – GULF ATLANTIC PUBLISHING, INC. AGREEMENT (August 10th, 1999)

GULF ATLANTIC PUBLISHING, INC. AGREEMENT This GULF ATLANTIC PUBLISHING, INC. Agreement (the "Agreement") is entered into on this 22nd day of March, 1999, between Gulf Atlantic Publishing, Inc., a Florida corporation ("GAP"), and iLink Telecom, Inc. a Nevada corporation ("Client"). Whereas, GAP is in the business of planning, developing and implementing advertising, marketing and promotional campaigns for corporations and other business entities ("Advertising and Promotional Services"); Whereas, the Client desires to retain GAP to provide the Advertising and Promotional Services, and GAP desires to provide such Advertising and Promotional Services to Client, pursuant to the terms, conditions and provisions contained in this Agreement; Now, therefore, in consideration of the mutual promises contained herein and other good and valuable consideration the receipt and sufficiency of

Ilink Telecom Inc – SHARE PURCHASE AGREEMENT (August 10th, 1999)

SHARE PURCHASE AGREEMENT THIS AGREEMENT is made as of the 26th day of February, 1999 BETWEEN: ABDE HOLDINGS LTD., a company duly incorporated pursuant to the laws of the Province of British Columbia and having its registered office located at #1107 - 11871 Horseshoe Way Richmond, British Columbia V7A 5H5 (the "Vendor") AND: ILINK TELECOM, INC., a body corporate with an office for business located at Suite 1910, 1177 West Hastings Street, Vancouver, British Columbia, Canada V6E 2K3 (the "Purchaser") WHEREAS: A. the Vendor is the registered and beneficial owner of all of the issued and outstanding common shares (the "Common Shares") of 579782 B.C. Ltd. (the "Company"); B. the Company is indebted to the Vendor for the sum of CDN$183,723.96 (the

Ilink Telecom Inc – RE: iLink Telecom, Inc. & Randall Owen Walrond Consulting Contract (August 10th, 1999)

iLink Telecom, Inc. Suite 201 - 1190 Hornby Street, Vancouver, B.C. V6Z 2K5 Tel: (604) 232-0394 Fax: (604) 801-5580 email: ir@ilinktele.com February 27th, 1999 Attention: Mr. Randall Owen Walrond RE: iLink Telecom, Inc. & Randall Owen Walrond Consulting Contract Dear Mr. Walrond: This document is to outline the terms of the consulting contract that Randall Owen Walrond ("Mr. Walrond") will undertake on behalf of iLink Telecom, Inc. Randall Owen Walrond is a computer consultant specializing in telecom technologies. Mr. Walrond will act as the head of Research and Development effective March 1, 1999. This contract will be in place for one year. Either party shall be entitled to terminate this consulting agreement by providing the other party with four calendar weeks written notice. For his duties, Mr. Walrond will be renumerated a sum of $5,000 CDN per month, with a ma

Ilink Telecom Inc – ASSIGNMENT AGREEMENT (August 10th, 1999)

ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT is made effective the 25th day of February, 1999 BETWEEN: ABDE HOLDINGS LTD., a company duly incorporated pursuant to the laws of the Province of British Columbia and having its registered office located at #1107 - 11871 Horseshoe Way Richmond, British Columbia V7A 5H5 (the "Assignor") AND: 579782 B.C. LTD., a company duly incorporated pursuant to the laws of the Province of British Columbia and having its registered office located at #201 - 1190 Hornby Street, Vancouver, British Columbia V6Z 2K5 (the "Assignee") WHEREAS: A. The A

Ilink Telecom Inc – Sublease Agreement (August 10th, 1999)

Sublease Agreement This sublease is made between: HyPower Fuel Inc. hereinafter referred to as the (the Sublandlord) And I Link Telecom Inc. hereinafter referred to as the (the Subtenant) Whereas GLENMAC CORPORATION LTD. hereinafter referred to as the (the Landlord) and the Sublandlord have entered into a lease of premises hereinafter referred to as "the premises", as per "Exhibit A" which a copy is attached to this agreement; And whereas the Sublandlord and the Subtenant wish to enter into a Sublease for a portion of the premises as per "Exhibit B" (office C and office E), of which a copy is attached to this agreement is hereinafter referred to as the "Sublease" for the balance of the term of the lease less one day; The Sublandlord and Subtenant agree as follows; 1. The Sublandlord, hereby subleases the premises to the Subtenant to have and to hold for the balance of th

Ilink Telecom Inc – ASSIGNMENT AGREEMENT (August 10th, 1999)

ASSIGNMENT AGREEMENT THIS ASSIGNMENT AGREEMENT is made effective the 25th day of February, 1999 BETWEEN: ABDE HOLDINGS LTD., a company duly incorporated pursuant to the laws of the Province of British Columbia and having its registered office located at #1107 - 11871 Horseshoe Way Richmond, British Columbia V7A 5H5 (the "Assignor") AND: 579782 B.C. LTD., a company duly incorporated pursuant to the laws of the Province of British Columbia and having its registered office located at #201 - 1190 Hornby Street, Vancouver, British Columbia V6Z 2K5 (the "Assignee") WHEREAS: A. The A

Ilink Telecom Inc – VESTING AGREEMENT (August 10th, 1999)

VESTING AGREEMENT THIS VESTING AGREEMENT is made effective the 25th day of May, 1999 BETWEEN: THE UNDERSIGNED REGISTERED HOLDERS of shares of iLink Telecom, Inc. (the "Holders") AND: ILINK TELECOM, INC., a body corporate with an office for business located at Suite 1910, 1177 West Hastings Street, Vancouver, British Columbia, Canada V6E 2K3 (the "Company") WHEREAS: A. The Holders have been issued a total of 1,840,000 shares of the Company's Common Stock (the "Shares"); B. The certificates representing the Shares bear the legend required by Rule 144 under the Securities Act of 1933; C. The Company holds the certificates representing the Shares; and D. The Holders have agreed that the Shares shall be held by the Company, undelivered, until such time as ownership of the Shares vests in th

Ilink Telecom Inc – CORPORATE RELATIONS AGREEMENT (August 10th, 1999)

CORPORATE RELATIONS AGREEMENT This Corporate Relations Agreement (the "Agreement") is entered into on this 22nd day of March, 1999, between Corporate Relations Group, Inc., a Florida corporation ("CRG"), and iLink Telecom, Inc. a Nevada corporation ("Client"). Whereas, CRG is in the business of planning, developing and implementing advertising, marketing and promotional campaigns for corporations and other business entities ("Advertising and Promotional Services"); Whereas, the Client desires to retain CRG to provide the Advertising and Promotional Services, and CRG desires to provide such Advertising and Promotional Services to Client, pursuant to the terms, conditions and provisions contained in this Agreement; Now, therefore, in consideration of the mutual promises contained herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, th

Ilink Telecom Inc – ASSIGNMENT OF LEASE BY TENANT WITH LANDLORD'S CONSENT (August 10th, 1999)

ASSIGNMENT OF LEASE BY TENANT WITH LANDLORD'S CONSENT THIS AGREEMENT dated for reference and made as of June 1, 1999. BETWEEN: GOLDEN PROPERTIES LTD., (the "Landlord") AND: CENTURY CAPITAL MANAGEMENT LTD., a company duly incorporated under the laws of British Columbia, (the "Tenant") AND: ILINK TELECOM INC., a company duly, incorporated under the laws of British Columbia, (the "Assignee") WITNESSES THAT WHEREAS: A. By a lease made August 1, 1997(collectively herein called "the lease") both between the Landlord, as landlord, the Tenant, as tenant, the Landlord did demise and lease to the Tenant those certain premises (the "Premises") being a portion of the 19h floor of the office building known and described as 1177 West Hastings Street, Vancouver, British Columbia,

Ilink Telecom Inc – CONSULTING AGREEMENT (August 10th, 1999)

CONSULTING AGREEMENT Date: May 14, 1999 Consultant: Indus, Inc. dba Industar Digital PCS 633 East Mason Street Milwaukee, WI 53202 Company: i Link Telecom (BC) Inc. 600 Burrard Street Vancouver, BC Company and Consultant Agree: Term of Consulting Service: From 5/15/99 to 6/30/99 1. Scope of Work Consultant will perform the consulting services for Company or one of its affiliated corporations (together, the "Company") described in Schedule 1 (the "Services"). 2. Compensation Company will pay Consultant a fifty thousand dollar ($50,000) consulting fee as follows: $15,000 on or before May 28 $10,000 on or before June 15 $10,000 on or before June 30 $15,000 on or before July 15 The total fee (excluding the direct payment by Company of all travel expenses requested by Consultant under this agreement) may not exceed fifty thousa