Exhibit 2.0 STOCK PURCHASE AGREEMENT
Dated: April 29, 2000
Whereas. XXXX.xxx, Inc. is a Utah corporation licensed to do business in the
State of New York and is in part an owner and operator of payphones;
Whereas Xxxxxxx Bay Holding Trust of Gibraltar owns Cointel Leasing Inc. and
N B Payphones LTD.
Whereas, Cointel Leasing, Inc. is a New York Corporation and owns and
operates 45 public payphones in the Central New York area;
Whereas, NB Payphones, Inc. is a Pennsylvania corporation and is the owner
and operator of 641 payphones in the State of Pennsylvania;
Whereas, Xxxxxxx Bay Holding Trust the sole shareholder of Cointel and NB
Payphones;
Whereas, on April 29, 0000 Xxxxxxx Xxx Holding Trust agreed as the sole
shareholder to sell its shares in NB Payphones and Cointel Leasing to USIP
and USIP agreed to purchase the shares and did purchase the shares on that
date; and
Whereas, the parties agree to memorialize the terms and conditions in this
document;
The parties agree that:
1. USIP's Board of Directors approved the purchase of all the shares of
Cointel Leasing and NB Payphones thereby gaining control of 688
payphones.
2. USIP did issue 8,750,000 shares in full payment to Xxxxxxx Bay Holding
Trust.
3. USIP did assume the control of the businesses on April 29, 2000.
4. As the sole shareholder and director of both selling corporations
Xxxxxxx Bay Holding Trust approved the sale.
5. Cointel Leasing and NB Payphones have continued to operate as
subsidiaries of USIP.
XXXX.xxx, INC. XXXXXXX BAY HOLDING TRUST
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxx Xxxxx
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Xxxxx Xxxxxx Xxxxxx Hauuer
President
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