Integrated Communication Networks Inc Sample Contracts

Integrated Communication Networks Inc – OUR EMPLOYMENT AGREEMENT. (December 27th, 2000)

DECEMBER 20, 2000 PRESIDENT AND CHAIRMAN INTEGRATED COMMUNICATION NETWORKS, INC. 26895 ALISO CREEK ROAD, SUITE B-411 ALISO VIEJO, CA 92656 RE: LETTER OF RESIGNATION OF SECRETARY, TREASURER, CHIEF FINANCIAL OFFICER AND DIRECTOR OF INTEGRATED COMMUNICATION NETWORKS, INC. DEAR SIRS: I, GARY L. KILLORAN, HEREBY TENDER MY RESIGNATION AS SECRETARY, TREASURER, CHIEF FINANCIAL OFFICER, AND DIRECTOR OF INTEGRATED COMMUNICATION NETWORKS, INC. EFFECTIVE AS OF THE DATE ABOVE BASED UPON THE COMPANY'S BREACH OF THE TERMS OF OUR EMPLOYMENT AGREEMENT. SINCERELY, /s/ GARY L. KILLORAN GARY L. KILLORAN

Integrated Communication Networks Inc – 2000 OMNIBUS STOCK INCENTIVE PLAN (May 12th, 2000)

INTEGRATED COMMUNICATION NETWORKS, INC. 2000 OMNIBUS STOCK INCENTIVE PLAN The name of this plan is the Integrated Communications Networks, Inc. 2000 OMNIBUS Stock Incentive Plan (the "Plan"). The Plan was adopted by the Board on April 17, 2000, subject to the approval of the stockholders of the Company, which approval was obtained on May 3, 2000. The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging Employees, Outside Directors and Consultants to focus on critical long-range objectives, (b) encouraging the attraction and retention of Employees, Outside Directors and Consultants with exceptional qualifications and (c) linking Employees, Outside Directors and Consultants directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of Restricted Shares, Stock Units, Options (which ma

Integrated Communication Networks Inc – STOCK OPTION AGREEMENT (May 12th, 2000)

STOCK OPTION AGREEMENT THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO REGISTRATION UNDER OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT. OPTION TO PURCHASE _______ SHARES OF COMMON STOCK OF INTEGRATED COMMUNICATION NETWORKS, INC. Exercisable Commencing July 22, 1999; Void after July 22, 2004 THIS CERTIFIES that, for value received, ___________________ or its assigns (the "Optionee") is entitled, subject to the terms and conditions set forth in this option, the option to purchase from Integrated Communication Networks, Inc., a Nevada corporation (the "Company"), _________ fully paid, duly author

Integrated Communication Networks Inc – IRREVOCABLE TRUST AGREEMENT (April 14th, 2000)

IRREVOCABLE TRUST AGREEMENT This Trust Agreement is made as of the 30th day of March, 2000, between the stockholder of Integrated Communication Networks, Inc. ("ICNW") who has executed a signature page hereto (the "Stockholder") and David Chadwick, hereinafter referred to as the "Trustee." WITNESSETH: WHEREAS, Stockholder is, as of the date hereof, the record and beneficial owner of the number of shares of common stock (the "Common Stock") of ICNW and the number of shares of Series A-1 preferred stock (the "Preferred Stock") of ICNW set forth next to such Stockholder's name on Exhibit A attached hereto; and WHEREAS, the Stockholder desires to establish an irrevocable trust relating to such Common Stock and Preferred Stock (the "Trust Shares") on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the promises and the covenants herein contained, the Sto

Integrated Communication Networks Inc – IRREVOCABLE TRUST AGREEMENT (April 14th, 2000)

IRREVOCABLE TRUST AGREEMENT This Trust Agreement is made as of the 30th day of March, 2000, between certain stockholders of Integrated Communication Networks, Inc. ("ICNW") who have executed a signature page hereto (each a "Stockholder" and jointly the "Stockholders") and David Chadwick, hereinafter referred to as the "Trustee." WITNESSETH: WHEREAS, each Stockholder is, as of the date hereof, the record and beneficial owner of the number of shares of common stock (the "Common Stock") of ICNW and the number of shares of Series A-1 preferred stock (the "Preferred Stock") of ICNW set forth next to such Stockholder's name on Exhibit A attached hereto; and WHEREAS, the Stockholders desire to establish an irrevocable trust relating to such Common Stock and Preferred Stock (the "Trust Shares") on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the promi

Integrated Communication Networks Inc – STOCK PURCHASE AGREEMENT (January 5th, 2000)

1 EXHIBIT 10.1 ================================================================================ STOCK PURCHASE AGREEMENT DATED AS OF JANUARY 1, 1999 by and among GLOBAL ACCESS PAGERS, INC., and PhoneXchange, Inc., David Chadwick, James Rott, Paul Hyde and Gary Killoran ================================================================================ 2 TABLE OF CONTENTS Page ---- SECTION 1. DEFINITIONS .................................................. 1

Integrated Communication Networks Inc – AMENDMENT TO (January 5th, 2000)

1 EXHIBIT 4.3 FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA SEP. 13, 1990 No. C600-97 ---------- /s/ [DEAN HELLER] DEAN HELLER, SECRETARY OF STATE AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF 12% CONVERTIBLE REDEEMABLE PREFERRED STOCK, SERIES A-1 OF INTEGRATED COMMUNICATION NETWORKS, INC. Pursuant to Section 78-195 of the General Corporation Law of Nevada, the undersigned duly authorized officer of INTEGRATED COMMUNICATION NETWORKS, INC., a Nevada corporation (the "Company"), hereby certify that the following resolution was duly adopted on September 11, 1999, by the Board of Directors of the Company pursuant to authority conferred on the Board of Directors by the provisions of

Integrated Communication Networks Inc – FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (January 5th, 2000)

1 EXHIBIT 10.2 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT THIS FIRST AMENDMENT (the "Amendment") to the Stock Purchase Agreement (the "Agreement") executed on February 29, 1999, by and between Integrated Communication Networks, Inc., a Nevada Corporation, at the time of the Agreement known as Global Access Pagers, Inc., a Nevada Corporation ("GAPI" or "Buyer") and phoneXchange, Inc., a Delaware Corporation (the "Company"), is set forth pursuant to Section 11.8 of the Agreement. GAPI and the Company are collectively referred to as (the "Parties"). SUMMARY SUBJECT TO THIS AMENDMENT WHEREAS, in accordance with the Agreement, Buyer agreed to purchase 85.14% of the 10,100,882 outstanding shares of Company's Common Stock (see paragraphs 2 through 4 on page 1 of the Agreement; WHEREAS, the "Purchase Price" at ("Closing", January 29, 1999), for said shares of Co

Integrated Communication Networks Inc – EMPLOYMENT AGREEMENT (January 5th, 2000)

1 EXHIBIT 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of October 11, 1999 by Integrated Communication Networks, Inc., a Nevada Corporation (the "Employer") and Thomas C. Scott, an individual (the "Executive"). WITNESSETH WHEREAS, the Executive will be serving the Corporation in the capacities of Vice President of Sales and Marketing and both the Corporation and the Executive desire to continue their relationship, subject to the terms and conditions contained herein. NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements hereinafter set forth, the parties hereto, intending to be legally bound, agree in the following terms and conditions, which shall be effective from and after the date hereof: AGREEMENT The parties, intending to be legally boun

Integrated Communication Networks Inc – ARTICLES OF INCORPORATION (January 5th, 2000)

1 EXHIBIT 3.1 FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA JAN 16 1997 No. C600-1997 /s/ Dean Heller ------------------------------- DEAN HELLER, SECRETARY OF STATE ARTICLES OF INCORPORATION OF Theatre, Inc. ______ I, the person hereinafter named as incorporator, for the purpose of associating to establish a corporation, under the provisions and subject to the requirements of Title 7, Chapter 78 of Nevada Revised Statutes, and the acts amendatory thereof, and hereinafter sometimes referred to as the General Corporation Law of the State of Nevada, do hereby adopt and make the following Articles of Incorporation: FIRST: The name of the corporation (hereinafter called the co

Integrated Communication Networks Inc – WARRANT AGREEMENT (January 5th, 2000)

1 EXHIBIT 4.4 WARRANT AGREEMENT Between INTEGRATED COMMUNICATION NETWORKS, INC. And ----------------------- Dated as of February 23, 1999 THE WARRANTS AND WARRANT SECURITIES TO BE RECEIVED UPON EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE WARRANTS AND WARRANT SECURITIES, AS THE CASE MAY BE, MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, WHETHER OR NOT FOR CONSIDERATION, IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT AND QUALIFICATION IN EFFECT WITH RESPECT TO THE WARRANTS AND WARRANT SECURITIES, AS THE CASE MAY BE, UNDER THE SECURITIES ACT AND UNDER ANY APPLICABLE ST

Integrated Communication Networks Inc – EMPLOYMENT AGREEMENT (January 5th, 2000)

1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of January 4, 1999 by Global Access Pagers, Inc., a Nevada corporation (the "Employer"), and Gary Killoran, an individual (the "Executive"). RECITALS Concurrently with the execution and delivery of this Agreement, Employer (or its affiliate) (the "Buyer"), is purchasing from the Executive and certain other Sellers, all of the issued shares of stock of PhoneXchange, Inc. owned by each such Seller and the Executive, pursuant to a Stock Purchase Agreement dated as of January 1, 1999 between David Chadwick, James Rott, Paul Hyde and Gary Killoran (as Sellers) and the Buyer (the "Stock Purchase Agreement"). The Buyer and the Employer desire the Executive's continued employment with the Employer, and the Executive wishes to accept such continued employment, upon t

Integrated Communication Networks Inc – CONVERTIBLE DEBENTURE DUE DECEMBER , 2004 (January 5th, 2000)

1 EXHIBIT 10.12 DEBENTURE THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. ISSUANCE DATE DECEMBER , 1999 CONVERTIBLE DEBENTURE DUE

Integrated Communication Networks Inc – EMPLOYMENT AGREEMENT (January 5th, 2000)

1 EXHIBIT 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of January 4, 1999 by Global Access Pagers, Inc., a Nevada corporation (the "Employer"), and David Chadwick, an individual (the "Executive"). RECITALS Concurrently with the execution and delivery of this Agreement, Employer (or its affiliate) (the "Buyer"), is purchasing from the Executive and certain other Sellers, all of the issued shares of stock of PhoneXchange, Inc. owned by each such Seller and the Executive, pursuant to a Stock Purchase Agreement dated as of January 1, 1999 between David Chadwick, James Rott, Paul Hyde and Gary Killoran (as Sellers) and the Buyer (the "Stock Purchase Agreement"). The Buyer and the Employer desire the Executive's continued employment with the Employer, and the Executive wishes to accept such continued employment, upo

Integrated Communication Networks Inc – LEASE (January 5th, 2000)

1 EXHIBIT 10.10 --------------------------------------- QUINBY BUILDING --------------------------------------- LEASE --------------------------------------- (CALIFORNIA -- TELECOMMUNICATIONS USE) TENANT: GLOBAL NETWORK PROVIDERS DATE; JUNE 1, 1997 2 E. Schedule of Monthly Base Rents: The following schedule of monthly Base Rents (subject to the Rent Escalation Rider) shall apply during the term of the Lease: Monthly Period Base Rent ------ --------- From June 1, 1997 to May 31, 2002 $2,475.00 T

Integrated Communication Networks Inc – Lease (January 5th, 2000)

1 EXHIBIT 10.9 *************************************** Lease PACIFIC CORPORATE PLAZA 27061 ALISO CREEK ROAD *************************************** Between PHONEXCHANGE (Tenant) and CARRAMERICA REALTY CORPORATION (Landlord) 2 Lease Page ---- 1. LEASE AGREEMENT...........................................

Integrated Communication Networks Inc – CERTIFICATE OF AMENDMENT OF THE ARTICLES OF INCORPORATION (January 5th, 2000)

1 EXHIBIT 3.2 CERTIFICATE OF AMENDMENT OF THE ARTICLES OF INCORPORATION GLOBAL ACCESS PAGERS, INC. We the undersigned Charles McGuirk, President, and Matthew Cicero, Secretary, of Global Access Pagers, Inc. do hereby certify: That the Board of Directors of said corporation at a meeting duly convened, held on the 29th day of January, 1999 at 2224 Main Street, Santa Monica, CA 90405, adopted a resolution to amend the original articles as follows: Article I is hereby amended to read as follows: The name of the corporation is "Integrated Communication Networks, Inc." The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is 2,143,000 that the said change(s) and amendment have been consented to and approved by a majority vote of the stockholders at least a majority of each class of stock outstanding a

Integrated Communication Networks Inc – EMPLOYMENT AGREEMENT (January 5th, 2000)

1 EXHIBIT 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of January 4, 1999 by Global Access Pagers, Inc., a Nevada corporation (the "Employer"), and Paul Hyde, an individual (the "Executive"). RECITALS Concurrently with the execution and delivery of this Agreement, Employer (or its affiliate) (the "Buyer"), is purchasing from the Executive and certain other Sellers, all of the issued shares of stock of PhoneXchange, Inc. owned by each such Seller and the Executive, pursuant to a Stock Purchase Agreement dated as of January 1, 1999 between David Chadwick, James Rott, Paul Hyde and Gary Killoran (as Sellers) and the Buyer (the "Stock Purchase Agreement"). The Buyer and the Employer desire the Executive's continued employment with the Employer, and the Executive wishes to accept such continued employment, upon the

Integrated Communication Networks Inc – MASTER LEASE AGREEMENT (January 5th, 2000)

1 EXHIBIT 10.8 MASTER LEASE AGREEMENT No. A ----- This Master Lease Agreement (the "MLA") is entered into by and between Lucent Technologies, Inc. InterNetworking Systems ("Lessor"), having its principal place of business at 1701 Harbor Bay Parkway, Alameda, CA 94502 and PhoneXchange, Inc. ("Lessee"), having its principal place of business at 4685 MacArthur Court, #300, Newport Beach, CA 92660. 1. LEASE AGREEMENT. Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the equipment (the "Equipment") referenced in each of the Schedules (the "Schedule" or "Schedules") which incorporate this MLA therein (the "Lease"). So long as no Event of Default has occurred or is continuing, Lessor agrees to lease to Lessee the g

Integrated Communication Networks Inc – EMPLOYMENT AGREEMENT (January 5th, 2000)

1 EXHIBIT 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of January 4, 1999 by Global Access Pagers, Inc., a Nevada corporation (the "Employer"), and James E. Rott, an individual (the "Executive"). RECITALS Concurrently with the execution and delivery of this Agreement, Employer (or its affiliate) (the "Buyer"), is purchasing from the Executive and certain other Sellers, all of the issued shares of stock of PhoneXchange, Inc. owned by each such Seller and the Executive, pursuant to a Stock Purchase Agreement dated as of January 1, 1999 between David Chadwick, James Rott, Paul Hyde and Gary Killoran (as Sellers) and the Buyer (the "Stock Purchase Agreement"). The Buyer and the Employer desire the Executive's continued employment with the Employer, and the Executive wishes to accept such continued employment, upon

Integrated Communication Networks Inc – CONVERTIBLE DEBENTURE DUE DECEMBER , 2004 (December 3rd, 1999)

1 EXHIBIT 12.12 DEBENTURE THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. ISSUANCE DATE DECEMBER , 1999 CONVERTIBLE DEBENTURE DUE

Integrated Communication Networks Inc – EMPLOYMENT AGREEMENT (November 5th, 1999)

1 EXHIBIT 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of January 4, 1999 by Global Access Pagers, Inc., a Nevada corporation (the "Employer"), and David Chadwick, an individual (the "Executive"). RECITALS Concurrently with the execution and delivery of this Agreement, Employer (or its affiliate) (the "Buyer"), is purchasing from the Executive and certain other Sellers, all of the issued shares of stock of PhoneXchange, Inc. owned by each such Seller and the Executive, pursuant to a Stock Purchase Agreement dated as of January 1, 1999 between David Chadwick, James Rott, Paul Hyde and Gary Killoran (as Sellers) and the Buyer (the "Stock Purchase Agreement"). The Buyer and the Employer desire the Executive's continued employment with the Employer, and the Executive wishes to accept such continued employment, upo

Integrated Communication Networks Inc – EMPLOYMENT AGREEMENT (November 5th, 1999)

1 EXHIBIT 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of October 11, 1999 by Integrated Communication Networks, Inc., a Nevada Corporation (the "Employer") and Thomas C. Scott, an individual (the "Executive"). WITNESSETH WHEREAS, the Executive will be serving the Corporation in the capacities of Vice President of Sales and Marketing and both the Corporation and the Executive desire to continue their relationship, subject to the terms and conditions contained herein. NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements hereinafter set forth, the parties hereto, intending to be legally bound, agree in the following terms and conditions, which shall be effective from and after the date hereof: AGREEMENT The parties, intending to be legally boun

Integrated Communication Networks Inc – Lease (November 5th, 1999)

1 EXHIBIT 10.9 *************************************** Lease PACIFIC CORPORATE PLAZA 27061 ALISO CREEK ROAD *************************************** Between PHONEXCHANGE (Tenant) and CARRAMERICA REALTY CORPORATION (Landlord) 2 Lease Page ---- 1. LEASE AGREEMENT...........................................

Integrated Communication Networks Inc – WARRANT AGREEMENT (November 5th, 1999)

1 EXHIBIT 4.4 WARRANT AGREEMENT Between INTEGRATED COMMUNICATION NETWORKS, INC. And ----------------------- Dated as of February 23, 1999 THE WARRANTS AND WARRANT SECURITIES TO BE RECEIVED UPON EXERCISE OF THE WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE WARRANTS AND WARRANT SECURITIES, AS THE CASE MAY BE, MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, WHETHER OR NOT FOR CONSIDERATION, IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT AND QUALIFICATION IN EFFECT WITH RESPECT TO THE WARRANTS AND WARRANT SECURITIES, AS THE CASE MAY BE, UNDER THE SECURITIES ACT AND UNDER ANY APPLICABLE ST

Integrated Communication Networks Inc – FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (November 5th, 1999)

1 EXHIBIT 10.2 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT THIS FIRST AMENDMENT (the "Amendment") to the Stock Purchase Agreement (the "Agreement") executed on February 29, 1999, by and between Integrated Communication Networks, Inc., a Nevada Corporation, at the time of the Agreement known as Global Access Pagers, Inc., a Nevada Corporation ("GAPI" or "Buyer") and phoneXchange, Inc., a Delaware Corporation (the "Company"), is set forth pursuant to Section 11.8 of the Agreement. GAPI and the Company are collectively referred to as (the "Parties"). SUMMARY SUBJECT TO THIS AMENDMENT WHEREAS, in accordance with the Agreement, Buyer agreed to purchase 85.14% of the 10,100,882 outstanding shares of Company's Common Stock (see paragraphs 2 through 4 on page 1 of the Agreement; WHEREAS, the "Purchase Price" at ("Closing", January 29, 1999), for said shares of Co

Integrated Communication Networks Inc – EMPLOYMENT AGREEMENT (November 5th, 1999)

1 EXHIBIT 10.5 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of January 4, 1999 by Global Access Pagers, Inc., a Nevada corporation (the "Employer"), and James E. Rott, an individual (the "Executive"). RECITALS Concurrently with the execution and delivery of this Agreement, Employer (or its affiliate) (the "Buyer"), is purchasing from the Executive and certain other Sellers, all of the issued shares of stock of PhoneXchange, Inc. owned by each such Seller and the Executive, pursuant to a Stock Purchase Agreement dated as of January 1, 1999 between David Chadwick, James Rott, Paul Hyde and Gary Killoran (as Sellers) and the Buyer (the "Stock Purchase Agreement"). The Buyer and the Employer desire the Executive's continued employment with the Employer, and the Executive wishes to accept such continued employment, upon

Integrated Communication Networks Inc – EMPLOYMENT AGREEMENT (November 5th, 1999)

1 EXHIBIT 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of January 4, 1999 by Global Access Pagers, Inc., a Nevada corporation (the "Employer"), and Paul Hyde, an individual (the "Executive"). RECITALS Concurrently with the execution and delivery of this Agreement, Employer (or its affiliate) (the "Buyer"), is purchasing from the Executive and certain other Sellers, all of the issued shares of stock of PhoneXchange, Inc. owned by each such Seller and the Executive, pursuant to a Stock Purchase Agreement dated as of January 1, 1999 between David Chadwick, James Rott, Paul Hyde and Gary Killoran (as Sellers) and the Buyer (the "Stock Purchase Agreement"). The Buyer and the Employer desire the Executive's continued employment with the Employer, and the Executive wishes to accept such continued employment, upon the

Integrated Communication Networks Inc – AMENDMENT TO (November 5th, 1999)

1 EXHIBIT (4.3) FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA SEP. 13, 1990 No. C600-97 ---------- /s/ [DEAN HELLER] DEAN HELLER, SECRETARY OF STATE AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF 12% CONVERTIBLE REDEEMABLE PREFERRED STOCK, SERIES A-1 OF INTEGRATED COMMUNICATION NETWORKS, INC. Pursuant to Section 78-195 of the General Corporation Law of Nevada, the undersigned duly authorized officer of INTEGRATED COMMUNICATION NETWORKS, INC., a Nevada corporation (the "Company"), hereby certify that the following resolution was duly adopted on September 11, 1999, by the Board of Directors of the Company pursuant to authority conferred on the Board of Directors by the provisions of t

Integrated Communication Networks Inc – STOCK PURCHASE AGREEMENT (November 5th, 1999)

1 EXHIBIT 10.1 ================================================================================ STOCK PURCHASE AGREEMENT DATED AS OF JANUARY 1, 1999 by and among GLOBAL ACCESS PAGERS, INC., and PhoneXchange, Inc., David Chadwick, James Rott, Paul Hyde and Gary Killoran ================================================================================ 2 TABLE OF CONTENTS Page ---- SECTION 1. DEFINITIONS .................................................. 1

Integrated Communication Networks Inc – MASTER LEASE AGREEMENT (November 5th, 1999)

1 EXHIBIT 10.8 MASTER LEASE AGREEMENT No. A ----- This Master Lease Agreement (the "MLA") is entered into by and between Lucent Technologies, Inc. InterNetworking Systems ("Lessor"), having its principal place of business at 1701 Harbor Bay Parkway, Alameda, CA 94502 and PhoneXchange, Inc. ("Lessee"), having its principal place of business at 4685 MacArthur Court, #300, Newport Beach, CA 92660. 1. LEASE AGREEMENT. Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the equipment (the "Equipment") referenced in each of the Schedules (the "Schedule" or "Schedules") which incorporate this MLA therein (the "Lease"). So long as no Event of Default has occurred or is continuing, Lessor agrees to lease to Lessee the g

Integrated Communication Networks Inc – EMPLOYMENT AGREEMENT (November 5th, 1999)

1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of January 4, 1999 by Global Access Pagers, Inc., a Nevada corporation (the "Employer"), and Gary Killoran, an individual (the "Executive"). RECITALS Concurrently with the execution and delivery of this Agreement, Employer (or its affiliate) (the "Buyer"), is purchasing from the Executive and certain other Sellers, all of the issued shares of stock of PhoneXchange, Inc. owned by each such Seller and the Executive, pursuant to a Stock Purchase Agreement dated as of January 1, 1999 between David Chadwick, James Rott, Paul Hyde and Gary Killoran (as Sellers) and the Buyer (the "Stock Purchase Agreement"). The Buyer and the Employer desire the Executive's continued employment with the Employer, and the Executive wishes to accept such continued employment, upon t

Integrated Communication Networks Inc – LEASE (November 5th, 1999)

1 EXHIBIT 10.10 --------------------------------------- QUINBY BUILDING --------------------------------------- LEASE --------------------------------------- (CALIFORNIA -- TELECOMMUNICATIONS USE) TENANT: GLOBAL NETWORK PROVIDERS DATE; JUNE 1, 1997 2 E. Schedule of Monthly Base Rents: The following schedule of monthly Base Rents (subject to the Rent Escalation Rider) shall apply during the term of the Lease: Monthly Period Base Rent ------ --------- From June 1, 1997 to May 31, 2002 $2,475.00 T