Purchase Agreement

Purchase Agreement

by VoIP Telecom
May 13th, 2002
                               PURCHASE AGREEMENT

     This  Agreement  is  entered  into this  first day of March,  2002,  by and
between VOIP Telecom, INC., a Nevada corporation, with offices at 4126 Delp St.,
Memphis,  TN 38118 (the Seller) and Universal Commerce Limited, a Turks & Caicos
corporation,  with offices at Temple Building, Tropicana Plaza, Leeward Highway,
Providenciales,  Turks & Caicos,  British  West  Indies  (the  Buyer)  are the
parties to this Agreement.


     A. VOIP Telecom,  INC. is a public Nevada corporation and the owner of 100%
of the common stock of Access Communications, INC.

     B.  Access  Communications,  INC.  is in the  business  of selling  telecom
related services.

     C. Universal Commerce Limited., is a private Turks & Caicos corporation and
is desirous of acquiring Access Communications, INC.

     D. The parties are desirous of formalizing their Agreement.


     1. Purchase and Exchange: VOIP Telecom, INC will sell to Universal Commerce
Limited , Inc.,  100% of the common stock of Access  Communications,  INC., with
its ownership of interest in telecom equipment and services,  a copy of which is
attached  hereto and made a copy  hereof as Exhibit  A, in  exchange  for a note

     2. Consideration: Universal Commerce Limited., a Turks & Caicos corporation
will pay VOIP Telecom, INC. $399,056.82.

     3.  Business  Purpose:  The  parties  acknowledge  that the purpose of this
transaction  is to  divest  VOIP  Telecom,  INC.  of any  international  telecom
operations in order to  concentrate  on its own business and Universal  Commerce
Limiteds purchase is to expand into the telecom industry.
     4. Default: In the event any party defaults in performing any of its duties
or obligations  under the Purchase  Agreement,  the party  responsible  for such
default shall pay all costs  incurred by any other party in enforcing its rights
under this  Agreement or in obtaining  damages for such fees,  whether  incurred
through  legal  action  or  otherwise  and  whether  incurred  before  or  after

     5. Notices: Any notice or correspondence  required or permitted to be given
under this  Agreement may be given  personally  to an individual  party or to an
officer or registered  agent of a corporate  party or may be given by depositing
such notice or  correspondence in the U.S. mail,  postage prepaid,  certified or
registered, return receipt requested,  addressed to the parties at the following

                               VOIP Telecom, INC.
                                  4126 Delp St.
                                Memphis, TN 38118

                           Universal Commerce Limited
                        Temple Building, Tropicana Plaza
                 Leeward Highway, Providenciales Turks & Caicos

     Any notice  given by mail shall be deemed to be  delivered on the date such
notice is  deposited  in the U. S. mail.  Any party may change its  address  for
purposes of this  Agreement  by giving  written  notice to the other  parties as
provided above.

6. Binding:  This  Agreement  shall be binding upon the parties  hereto and upon
their respective heirs, representatives, successors and assigns.

     7. Governing Law: This Agreement  shall be governed by and construed  under
the laws of the State of Nevada.

     8. Authority:  The officers executing this Agreement on behalf of corporate
parties  represent  that they have been  authorized  to execute  this  Agreement
pursuant  to  resolutions  of  the  Boards  of  Directors  of  their  respective

     9. Signatures: This Agreement may be signed in counterparts.

     IN WITNESS WHEREOF, the parties have executed this Purchase Agreement as of
the day and year first written above.


President                                    President

Secretary                                    Secretary


     . Exhibit A- Schedule of Assets and  Liabilities to be assumed by Universal
Commerce Limited

                                    EXHIBIT A


Access Communications Assets                                    $     703,856.64
Voip A/R from Access Communications                             $     595,029.76
A/R Goldwin Ventures                                            $     150,000.00
A/R RIFA Industrial                                             $      60,000.00
A/R 5G Wireless                                                 $       3,622.34
A/R Global E-Comm                                               $     487,729.00
Total Assets                                                    $   2,000,237.74

Access Communications Liabilities                               $     814,011.04
Voip Accounts Payable                                           $     460,492.74
L/P Hsui_Yen                                                    $      15,000.00
L/P Rift Finance                                                $     165,000.00
L/P Chiang Koon Tan                                             $      65,000.00
L/P JBF Management                                              $      71,910.89
L/P Peter Chen                                                  $       6,500.00
Interest Payable Rift Finance                                   $       2,800.50
Interest Payable Peter Chen                                     $         465.75

Total Liabilities                                               $   1,601,180.92
     Plus any other liabilities that were undisclosed on the companies financial
statements or in general by the companys prior management prior to Mr. B. Grant
Hunter becoming the companys President.  Items specifically  identified by this
item are the Cisco lease and the Keppell liability.