United States Telecommunications Inc/Fl Sample Contracts

United States Telecommunications Inc/Fl – AGREEMENT (December 18th, 2000)

1 EXHIBIT 10.13 AGREEMENT The parties set forth below, evidenced by their signatures affixed hereto, do hereby agree as follows: 1. The Board of Directors of United States Telecommunications, Inc. shall be configured as follows: A. Reuben Pat Ballis B. Paul Gregory C. Aaron Grunfeld D. Sam Dean E. Richard Pollara or his assign Said Board shall remain in power for at least eleven (11) months. In the event, that Aaron Grunfeld does not accept his appointment to the Board of Directors of United States Telecommunications, Inc., Richard Pollara shall nominate and Richard Inzer shall have a first right of refusal regarding the appointment of any prospective replacement Board member. 2. That certain I-NEX Consulting Group Agreement, a copy

United States Telecommunications Inc/Fl – AGREEMENT (December 18th, 2000)

1 EXHIBIT 10.23 AGREEMENT THIS AGREEMENT made and entered into on the date first set forth below by and between Tel Com Plus, Inc., and Nevada Corporation hereinafter referred to as "TCP" and Easy Cellular, Inc., hereinafter referred to as "EASY". WHEREAS, TCP and EASY are engaged in the research, development, and production of certain telephonic services and/or products, and WHEREAS, the officers and Boards of Directors of TCP and EASY believe it is in the best interest of both companies to enter into this Agreement. WITNESSETH NOW, THEREFORE, in consideration of the mutual promises set forth below the parties do herein agree: 1. 360 RELATIONSHIP: Easy warrants and assures that it has a contractually binding relationship with 360 Communications hereinafter "360" for regional and/or national reselling purposes.

United States Telecommunications Inc/Fl – JOINT VENTURE AGREEMENT (October 11th, 2000)

1 EXHIBIT 10.11 JOINT VENTURE AGREEMENT This joint Venture Agreement made and entered into on the date first set forth below by and between TEL COM PLUS CALIFORNIA, LLC (hereinafter referred to as "Tel"), a Florida Limited Liability Corporation with principle offices located at 13902 N. Dale Mabry, Suite 149, Tampa, Florida 33618 and EASY CELLULAR, INC., (hereinafter referred to as "Easy"), a corporation, with offices located at 8625 West Sahara Avenue, Las Vegas, Nevada 89117. WHEREAS the Companies are in the business of administering, forming and assisting in the formation of programs and projects in the telecommunications business. WHEREAS the Companies desire to work together for the purpose of among other things but not limited to administering, forming and assisting in the formation of telecommunications projects. WITNESSETH NOW, THEREFORE,

United States Telecommunications Inc/Fl – INDENTURE (October 11th, 2000)

1 UNITED STATES TELECOMMUNICATIONS, INC., AS ISSUER TO ___________________ AS TRUSTEE INDENTURE DATED AS OF _____________ ___, 2000 UNSECURED INSTALLMENT NOTES 2 ARTICLE 1 DEFINITIONS AND RULES OF CONSTRUCTION; APPLICABILITY OF THE TRUST INDENTURE ACT............1 Section 1.01 Definitions.......................................................................1 Section 1.02 Other Definitions.................................................................3 Section 1.03 Rules of Construction.............................................................3 Section 1.04 Trust Inde

United States Telecommunications Inc/Fl – EMPLOYMENT AGREEMENT (October 11th, 2000)

1 EXHIBIT 10.12 EMPLOYMENT AGREEMENT AGREEMENT dated the 12 day of Nov, 1998, between United States Telecommunications, Inc., a Delaware corporation with an office at 5251 110th Avenue North, Suite 118, Clearwater, Florida 33760 (the "Company"), and Robin Caldwell, residing at 1522 Gulf Blvd., Indian Rock Beach, Florida 33785 (the "Employee"). WITNESSETH: WHEREAS, the Company desires to employ the Employee and the Employee is willing to accept such employment, all on the terms hereinafter set forth; NOW, THEREFORE, the parties agree as follows: 1. EMPLOYMENT. The Company hereby employs the Employee as its Business Coordinating Specialist on the terms hereinafter set forth for a period of five (5) years from the date of this Agreement, and the Employee hereby accepts such employment. 2. DUTIES. The Employee

United States Telecommunications Inc/Fl – AGREEMENT (October 11th, 2000)

1 EXHIBIT 10.17 AGREEMENT This agreement is made between United States Telecommunications, Inc. (Tel), Total Com, Inc. and Joseph Thacker (Thacker). Whereas: Tel desires to cause Five (5) percent of the authorized and/or issued stock of Total Com, Inc. a Florida Corporation to be issued to Thacker or his assign. Whereas: Thacker or his assign shall, at all time, hold Five (5) percent of Total Com, Inc. Whereas: Total shall pay Thacker or his assign Five (5) percent of its total income not to be less than One-Thousand ($1,000) Dollars per month for a period of not less than Sixty (60) months. Whereas: Tel shall issue Four Hundred Thousand (400,000) Common Shares of stock in United States Telecommunications, Inc. to Thacker or his assign. Whereas: Thacker or his assign shall be named to the Board of Directors of Total Com, Inc. Whereas: The Consideration for said agreement s

United States Telecommunications Inc/Fl – JOINT VENTURE AGREEMENT (October 11th, 2000)

1 EXHIBIT 10.9 JOINT VENTURE AGREEMENT This joint Venture Agreement made and entered into on the date first set forth below by and between TEL COM PLUS MIAMI, LLC (hereinafter referred to as "Tel"), a Florida Limited Liability Corporation with principle offices located at 13902 N. Dale Mabry, Suite 149, Tampa, Florida 33618 and EASY CELLULAR, INC., (hereinafter referred to as "Easy"), a corporation, with offices located at 8625 West Sahara Avenue, Las Vegas, Nevada 89117. WHEREAS the Companies are in the business of administering, forming and assisting in the formation of programs and projects in the telecommunications business. WHEREAS the Companies desire to work together for the purpose of among other things but not limited to administering, forming and assisting in the formation of telecommunications projects. WITNESSETH NOW, THEREFORE, in c

United States Telecommunications Inc/Fl – PURCHASE AGREEMENT (October 11th, 2000)

1 EXHIBIT 10.7 PURCHASE AGREEMENT AGREEMENT ("Agreement"), made and entered into on the date set forth below, by and between D & B Holdings International, Inc., a Florida corporation hereinafter referred to as ("D & B") and Tel Com Plus Jacksonville, L.L.C., a Florida L.L.C., hereinafter referred to as ("Tel"). RECITALS WHEREAS, D & B desires to acquire and Tel desires to sell up to one hundred (160) units of Tel Com Plus Jacksonville, L.L.C., (L.L.C.) said one hundred sixty (160) units of L.L.C. equals 62.5% of the total ownership of Tel Com Plus Jacksonville, L.L.C. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the Parties hereto agree as follows: ARTICLE 1. PURCHASE OF UNITS 1.01 PRI

United States Telecommunications Inc/Fl – AGREEMENT (October 11th, 2000)

1 EXHIBIT 10.21 AGREEMENT This agreement is made between United States Telecommunications, Inc. (Tel), and Prime Equities Group, Inc. (Prime). Whereas: Tel shall cause Seventy-two (72,500) Thousand Five Hundred authorized and/or issued Common Shares of Tel, a Florida Corporation to be issued to Prime or its assign. Whereas: Tel guarantees that Prime or its assign shall, at all times, have an option to purchase addition Tel Shares at Five (5) cents per share in order to avoid dilution with respect to the percentage of Tel that said Seventy-two (72,500) Thousand Five Hundred Shares represents. Whereas: The Consideration for said purchase shall be Seventy-two Thousand Five Hundred (72,500) Dollars, paid to United States Telecommunications, Inc., by or through Prime Equities Group, Inc. Further: Tel acknowledges that the Board of Directors have adopted a resolut

United States Telecommunications Inc/Fl – AGREEMENT (October 11th, 2000)

1 EXHIBIT 10.19 AGREEMENT This agreement is made between United States Telecommunications, Inc. (Tel), and Prime Equities Group, Inc. (Prime). WHEREAS: Tel shall cause Four Hundred Fifty (450,000) Thousand authorized and/or issued Common Shares of Tel, a Florida Corporation to be issued to Prime or its assign. WHEREAS: Tel guarantees that Prime or its assign shall, at all times, have an option to purchase Tel Shares at Five (5) cents per share in order to avoid dilution and with respect to the percentage of Tel that said Four Hundred Fifty (450,000) Shares represents. WHEREAS: The Consideration for said purchase shall be Four Hundred and Fifty Thousand ($450,000) Dollars, paid to United States Telecommunications, Inc., by or through Prime Equities Group, Inc. FURTHER: Tel shall within ten (10) business days of this Agreement provide Prime with a Board of Directors resolut

United States Telecommunications Inc/Fl – AGREEMENT (October 11th, 2000)

1 AGREEMENT The parties set forth below, evidenced by their signatures affixed hereto, do hereby agree as follows: 1. The Board of Directors of United States Telecommunications, Inc. shall be configured as follows: A. Reuben Pat Ballis B. Paul Gregory C. Aaron Grunfeld D. Sam Dean E. Richard Pollara or his assign Said Board shall remain in power for at least eleven (11) months. In the event, that Aaron Grunfeld does not accept his appointment to the Board of Directors of United States Telecommunications, Inc., Richard Pollara shall nominate and Richard Inzer shall have a first right of refusal regarding the appointment of any prospective replacement Board member. 2. That certain I-NEX Consulting Group Agreement, a copy of which is attached hereto as Exhibit A, shall be executed by the appropriate cor

United States Telecommunications Inc/Fl – PURCHASE AGREEMENT (October 11th, 2000)

1 EXHIBIT 10.8 PURCHASE AGREEMENT AGREEMENT ("Agreement"), made and entered into on the date set forth below, by and between PRIME EQUITIES GROUP, INC, a Nevada corporation hereinafter referred to as ("PRIME") and TEL COM PLUS MIAMI, L.L.C., A FLORIDA L.L.C., hereinafter referred to as ("TEL"). RECITALS WHEREAS, Prime desires to acquire and Tel desires to sell up to One Thousand Nine Hundred Fifty (1950) units of TEL COM PLUS MIAMI, L.L.C., (L.L.C.) said One Thousand Nine Hundred Fifty (1950) units of L.L.C. equals 50% of the total ownership of TEL COM PLUS MIAMI, L.L.C. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the Parties hereto agree as follows: ARTICLE 1. PURCHASE OF UNITS 1.

United States Telecommunications Inc/Fl – PURCHASE AGREEMENT (October 11th, 2000)

1 EXHIBIT 10.10 PURCHASE AGREEMENT AGREEMENT ("Agreement"), made and entered into on the date set forth below, by and between PRIME EQUITIES GROUP, INC, a Nevada corporation hereinafter referred to as ("PRIME") and TEL COM PLUS CALIFORNIA, L.L.C., A FLORIDA L.L.C., hereinafter referred to as ("TEL"). RECITALS WHEREAS, PRIME desires to acquire and TEL desires to sell up to Eleven Thousand (11,000) units of TEL COM PLUS CALIFORNIA, L.L.C., (L.L.C.) said Eleven Thousand (11,000) units of L.L.C. equals 50% of the total ownership of TEL COM PLUS CALIFORNIA, L.L.C. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the Parties hereto agree as follows: ARTICLE 1. PURCHASE OF UNITS 1.01 PRICE AND T

United States Telecommunications Inc/Fl – AGENCY AGREEMENT (October 11th, 2000)

1 EXHIBIT 10.16 December 30, 1997 AGENCY AGREEMENT THIS AGENCY AGREEMENT (this "Agreement") is made as of this 30th day of December, 1997 by and among Easy Phone, Inc., a ________ corporation ("EPI") and TelCom Plus West, L.L.C., a California limited liability company and TelCom Plus East, L.L.C., a Florida limited liability company (collectively referred to as "TelCom"). This Agreement also includes the operational right of Telcom Plus East to permit Telcom Plus Florida L.L.C. to use of the licences set forth below, pursuant to all of the terms and conditions set forth herein. Telcom Plus Florida L.L.C.'s rights hereunder are granted only through Telecom Plus East. WHEREAS, EPI has the licenses and tariffs necessary to resell local telecommunications services (the "EPI Authorizations") in the juri

United States Telecommunications Inc/Fl – AGREEMENT (October 11th, 2000)

1 EXHIBIT 10.22 AGREEMENT This agreement is made between United States Telecommunications, Inc. (Tel), and Prime Equities Group, Inc. (Prime). Whereas: Tel shall cause Eight-five (85,000) Thousand authorized and/or issued Common Shares of Tel, a Florida Corporation to be issued to Prime or its assign. Whereas: Tel guarantees that Prime or its assign shall, at all times, have an option to purchase addition Tel Shares at Five (5) cents per share in order to avoid dilution with respect to the percentage of Tel that said Eighty-five (85,000) Thousand Shares represents. Whereas: The Consideration for said purchase shall be Eighty-five Thousand (85,000) Dollars, paid to United States Telecommunications, Inc., by or through Prime Equities Group, Inc. Facsimile signatures are deemed as original for the purpose of this document. Agreed upon this 22 day of December, 1999. /s/ Rich

United States Telecommunications Inc/Fl – AGREEMENT (October 11th, 2000)

1 Exhibit 10.18 AGREEMENT This agreement is made between United States Telecommunications, Inc. (Tel) and Joseph Thacker (Thacker). The Parties herein agree to the terms set forth below. WHEREAS: Tel shall pay Thacker or his assign, One Thousand ($1,000) Dollars per month for a period of Six (6) months. WHEREAS: Tel shall pay/repay Thacker One Hundred Fifty Thousand ($150,000) Dollars plus ten (10) percent annum interest, no later than September 10, 1999. WHEREAS: Thacker shall cause One Hundred Fifty ($150,000) Thousand Dollars to be paid into United States Telecommunications, Inc. WHEREAS: Tel shall, within ten (10) working days of the receipt of the aforementioned One Hundred Fifty Thousand ($150,000) Dollars, issue Four Hundred Thousand (400,000) Common Shares of stock in United States Telecommunications, Inc. to Thacker or his assign. WHEREAS: The Partie

United States Telecommunications Inc/Fl – AGREEMENT (October 11th, 2000)

1 EXHIBIT 10.20 AGREEMENT This agreement is made between United States Telecommunications, Inc. (Tel), and Prime Equities Group, Inc. (Prime). WHEREAS: Tel shall cause One Hundred Sixty-five (165,000) Thousand authorized and/or issued Common Shares of Tel, a Florida Corporation to be issued to Prime or its assign. WHEREAS: Tel guarantees that Prime or its assign shall, at all times, have an option to purchase addition Tel Shares at Five (5) cents per share in order to avoid dilution with respect to the percentage of Tel that said One Hundred Sixty-five (165,000) Thousand Shares represents. WHEREAS: The Consideration for said purchase shall be One Hundred Sixty-Five Thousand ($165,000) Dollars, paid to United States Telecommunications, Inc., by or through Prime Equities Group, Inc. FURTHER: Tel acknowledges that the Board of Directors have adopted a resolution approving this

United States Telecommunications Inc/Fl – AGREEMENT (October 11th, 2000)

1 AGREEMENT This Agreement is made between United States Telecommunications, Inc. (Tel) and Joseph Thacker (Thacker). Whereas: Tel desires to borrow One Hundred Fifty Thousand ($150,000) Dollars from Thacker; and: Whereas: Thacker agrees to loan Tel One Hundred Fifty Thousand ($150,000) Dollars total, and: Whereas: The consideration for said loan shall be a full payment to Thacker of said One Hundred Fifty Thousand ($150,000) Dollars, to United States Telecommunications, Inc. Said loan shall be due and payable in full, at ten (10%) percent APR, not later than September 28, 2000. Whereas: Facsimile signatures are deemed original for the purpose of this document. Agreed upon this 22nd Day of September, 1998. /s/ JOSEPH THACKER /s/ RICHARD POLLARA ------------------------------ ------------------------------- Joseph Thacker

United States Telecommunications Inc/Fl – PROMISSORY NOTE (December 21st, 1999)

1 EXHIBIT 4.1 PROMISSORY NOTE $59,002.54 Tampa, Florida November 22, 1999 FOR VALUE RECEIVED, the undersigned, United States Telecommunications, Inc. (referred to as the "Maker"), promises to pay to the order of Richard Pollara (and together with any other holder hereof hereinafter referred to as "Holder"), the principal sum of Fifty-Nine Thousand Two Dollars and Fifty-four Cents ($59,002.54), which principal amount plus accrued interest shall be payable on demand, in legal tender of the United States of America for debts and dues, public and private. Interest shall accrue on the unpaid principal balance at a rate equal to 8.5% per annum. Interest shall be calculated on the basis of a 360 day year for the actual number of days elapsed. Payments due hereunder shall be made to Holder at: 3320 South San Miguel Street, Tampa

United States Telecommunications Inc/Fl – SERVICES RESALE AGREEMENT (December 21st, 1999)

1 EXHIBIT 10.2 EXHIBIT A EXECUTION ORIGINAL LOCAL EXCHANGE TELECOMMUNICATIONS SERVICES RESALE AGREEMENT dated as of August 10, 1998 by and between AMERITECH INFORMATION INDUSTRY SERVICES, a division of Ameritech Services, Inc. on behalf of Ameritech Indiana and UNITED STATES TELECOMMUNICATIONS, INC. 2 TABLE OF CONTENTS Page

United States Telecommunications Inc/Fl – RESALE AGREEMENT (December 21st, 1999)

1 EXHIBIT 10.1 RESALE AGREEMENT BETWEEN GTE NORTH INCORPORATED AND CONTEL OF THE SOUTH, INCORPORATED d/b/a GTE SYSTEMS OF THE SOUTH AND UNITED STATES TELECOMMUNICATIONS, INC. 2 TABLE OF CONTENTS ARTICLE I SCOPE AND INTENT OF AGREEMENT................................................I-1 ARTICLE II DEFINITIONS.................................................................II-1 1. General Definitions.........................................................II-1 1.1 ACT..............................................................II-1 1.2 APPLICAB

United States Telecommunications Inc/Fl – RESALE AGREEMENT - G (MISSOURI) (December 21st, 1999)

1 EXHIBIT 10.5 RESALE AGREEMENT - G (MISSOURI) PAGE 1 OF 3 SWBT;CLEC 100198 RESALE AGREEMENT BETWEEN SOUTHWESTERN BELL TELEPHONE COMPANY UNITED STATES TELECOMMUNICATIONS, INC. TABLE OF CONTENTS I. DESCRIPTION AND CHARGES FOR SERVICES .......................................................1 II. TERMS AND CONDITIONS FOR RESALE OF SERVICES ................................................3 A Permitte

United States Telecommunications Inc/Fl – PROMISSORY NOTE (December 21st, 1999)

1 EXHIBIT 4.2 PROMISSORY NOTE $400,000 Tampa, Florida November 22, 1999 FOR VALUE RECEIVED, the undersigned, United States Telecommunications, Inc. (referred to as the "Maker"), promises to pay to the order of Richard Pollara (and together with any other holder hereof hereinafter referred to as "Holder"), the principal sum of Four Hundred Thousand Dollars ($400,000), which principal amount plus accrued interest shall be payable on demand, in legal tender of the United States of America for debts and dues, public and private. Interest shall accrue on the unpaid principal balance at a rate equal to 8.5% per annum. Interest shall be calculated on the basis of a 360 day year for the actual number of days elapsed. Payments due hereunder shall be made to Holder at: 3320 South San Miguel Street, Tampa, Florida 33629 or at such

United States Telecommunications Inc/Fl – AGREEMENT BETWEEN BELLSOUTH TELECOMMUNICATIONS, INC. AND UNITED STATES (December 21st, 1999)

1 EXHIBIT 10.4 AGREEMENT BETWEEN BELLSOUTH TELECOMMUNICATIONS, INC. AND UNITED STATES TELECOMMUNICATIONS, INC. REGARDING THE SALE OF BELLSOUTH TELECOMMUNICATIONS SERVICES TO UNITED STATES TELECOMMUNICATIONS, INC. FOR THE PURPOSES OF RESALE THIS AGREEMENT is by and between BellSouth Telecommunications, Inc., ("BELLSOUTH" or "Company"), a Georgia corporation, and United States Telecommunications, Inc. ("US Telcom"), a Florida corporation, and shall be deemed effective as 5/28/98. WITNESSETH WHEREAS, BellSouth is a local exchange telecommunications company authorized to provide telecommunications services in the states of Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee; and WHEREAS, US Telcom is or seeks to become an alternative local exchange telecommunications company authorized to pr

United States Telecommunications Inc/Fl – RESALE SERVICE AGREEMENT (December 21st, 1999)

1 EXHIBIT 10.3 NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY RESALE SERVICE AGREEMENT This Agreement is by and between New England Telephone and Telegraph Company ("Company") d/b/a Bell Atlantic - Massachusetts and United States Telecommunications, Inc. d/b/a Tel Com Plus ("Customer"). WHEREAS, the Company will offer local exchange services ("Service(s)") for resale; WHEREAS, the Customer is a reseller operating in the Commonwealth of Massachusetts,; WHEREAS, the Company and the Customer have negotiated in good faith for the resale of such Services pursuant to and consistent with the Telecommunications Act of 1996. NOW, THEREFORE, in consideration of the mutual obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Cust

United States Telecommunications Inc/Fl – MASTER RESALE AGREEMENT (December 21st, 1999)

1 EXHIBIT 10.6 MASTER RESALE AGREEMENT FOR THE STATE OF INDIANA NOVEMBER 1, 1998 UNITED STATES TELECOMMUNICATIONS, INC. AND UNITED TELEPHONE COMPANY OF INDIANA, INC. 2 TABLE OF CONTENTS PART A -- DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1. Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 PART B -- GENERAL TERMS AND CONDITIONS. . . . . . . . . . . . . . . . . . 5 1. Scope of this Agreement. . . . . . . . . . . . . . . . . . . . . . . 5 2. Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . 5 3. Term and Termination . . . . . . . . . . . . . . . .