EXHIBIT 10.2

                         AGREEMENT FOR SALE AND PURCHASE
                           OF TELECOM BUSINESS ASSETS

BETWEEN:  Saratoga Telecom Corp., a Nevada Corporation
          8756 - 122nd Avenue NE
          Kirkland, WA  98033
                                               ("Buyer")

AND:      Internet Interview Inc., a Florida Corporation
          20533 Biscayne Blvd. Suite 320
          Aventura, FL  33180
                                               ("Seller")

                                    RECITALS

A.   Seller operates a business known as "Internet  Interview Inc." which, among
     other business  activities,  is developing a long distance  prepaid calling
     technology  via the internet to serve  certain  Central and South  American
     countries  (the  "Telecom  Business").  Seller  owns or has the  rights  to
     software,  intellectual  property  rights,  programs,  contracts  and other
     tangible and intangible assets used in connection with the operation of the
     Telecom Business.

B.   Buyer is a wholly-owned subsidiary of Saratoga International Holdings Corp.
     ("SHCC") engaged in the acquisition of businesses for its future operations
     including those  specializing in e-commerce  sales of products and services
     and desires to  purchase  substantially  all the assets used or useful,  or
     intended to be used, in the operation of Seller's Telecom Business.

     NOW, THEREFORE,  in consideration of the mutual promises and agreements set
     forth herein, the parties hereto do hereby agree as follows:

                                    AGREEMENT

1.   Effective Date The effective date of this Agreement shall be June 15, 1999,
     or the date on which the last party  executes an  original  or  counterpart
     copy of this Agreement, whichever is later ("Effective Date").

2.   Purchase and Sale At the Closing,  as defined in Section 12 herein,  Seller
     shall sell to Buyer and Buyer shall  purchase from Seller the assets listed
     in the attached Exhibit "2.0" (the "Telecom Assets"), which is incorporated
     herein by this reference.  The sale,  transfer,  assignment and delivery by
     Seller of the  Telecom  Assets to Buyer  shall be  effected  on the Closing
     Date, as defined in said Section 12, by Seller's  execution and delivery of
     documents and instruments  necessary to sell, transfer,  assign and deliver
     the Telecom Assets.  At Closing,  good,  valid and marketable  title to the
     Telecom  Assets shall be  transferred,  assigned and delivered by Seller to
     Buyer  free  and  clear  of  any  and  all  liens,  encumbrances,  security
     interests, claims and other restrictions or charges of any kind whatsoever.

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3.   Purchase  Price for the  Telecom  Assets/Payment  of  Purchase  Price.  The
     purchase  price  for the  Telecom  Assets  shall be common  stock  purchase
     warrants to  purchase up to  1,000,000  shares of Buyer's  parent  company,
     SHCC's common stock. The purchase price shall be paid as follows:

     a)   On and  effective  on the  Closing  Date,  or as soon as  practicable,
          thereafter  SHCC shall issue to Seller or its  assigns,  warrants  for
          Seller or its  assigns to acquire  up to  1,000,000  shares of Buyer's
          parent company,  SHCC's common stock at $0.10 per share with terms and
          conditions  as set  forth  in the  attached  Exhibit  "3(a)"  which is
          incorporated by this reference.

4.  Personal Service Agreements

     4.1  Employment  Agreement The parties  acknowledge that the willingness of
          Buyer to enter into this  Agreement is contingent  upon the ability of
          Buyer, as more particularly  described in Section 13 herein, to retain
          the services of Seller's  Officer,  Thomas S. Morsey  ("Morsey") for a
          minimum of thirty-six  (36) months after the Closing Date. Base salary
          under the Employment Agreement shall be $5,000.00 per month payable on
          the  first  business  day of  each  month  covered  by the  Employment
          Agreement. The Employment Agreement shall include a provision, whereby
          Morsey shall be granted an option to purchase up to 250,000  shares of
          SHCC's  common stock at $0.10 per share under  SHCC's Stock  Incentive
          Plan. The parties hereto agree to negotiate other terms and conditions
          of the Employment  Agreement and stock options to be included  therein
          and to execute  such  Employment  Agreement  on or before the  Closing
          Date, which will become part of this Agreement as Exhibit "4.1".

     4.2  Consulting Agreement This Agreement is further contingent on Buyer and
          AJAY Enterprises Inc. ("AJAY") executing a Consulting  Agreement on or
          before the Closing Date,  which will become part of this  Agreement as
          Exhibit "4.2".

5.   Board of Directors  Upon  closing,  Seller shall be entitled to appoint one
     member to SHCC's Board of  Directors to serve as a Director  until the next
     annual  meeting of the  shareholders  of SHCC or until his or her successor
     shall have been duly qualified and elected.

6.  This section is left blank intentionally.

7.   Due  Diligence  Review  Buyer and  Seller  shall  permit  their  respective
     employees, agents, accountants,  legal counsel and other representatives to
     have access to each others books, records, employees, counsel, accountants,
     engineers and other representatives at all reasonable times for the purpose
     of conducting their respective due diligence investigation. Each party will
     make available to the other for examination and  reproduction all documents
     and data of every kind and  character  relating to this  Agreement  and the
     transactions  contemplated  hereby, in possession or control of, or subject
     to reasonable access by either party. All such due diligence  investigation
     shall be completed  and each party shall notify the other in writing of the
     satisfaction or removal of this due diligence  review  condition within six
     (6) days of the  Effective  Date.  Upon mutual  agreement  of the  parties,
     additional   time  may  be  allowed   to   complete   such  due   diligence
     investigation.  Should  a party  ("Reviewing  Party")  become  aware of any
     information during its due diligence investigation which, in the opinion of
     the Reviewing  Party,  could have material adverse impact on this Agreement
     and/or the  transactions  contemplated  hereby,  the Reviewing  Party shall
     immediately  notify the other party ("Receiving  Party") in writing of such
     information  and the  concerns  which  such  information  has  caused.  The
     Receiving  Party shall have a reasonable time to respond to those concerns.

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     In the event that the concerns  cannot be resolved to the  satisfaction  of
     the Reviewing  Party, the Reviewing Party shall have the right to terminate
     this Agreement without further liability  hereunder.  Each party shall bear
     the costs and expenses of its own due  diligence  investigation  hereunder,
     including the fees and expenses of professional advisors.  Either party may
     terminate this Agreement  during the due diligence  review period described
     herein  without any  liability to the other party for damages,  expenses or
     failure to execute the Agreement.

8.   Conduct of Business:  Interim  Operations  Upon the Effective  Date of this
     Agreement  provided for in Section 1 herein and pending the Closing and the
     transactions  contemplated  thereby,  Seller  shall use its best efforts to
     conduct  its  Telecom  Business  in a  reasonable  and  prudent  manner  in
     accordance  with its past  practices,  to preserve  its  existing  business
     organizations and relationships  with its employees,  customers,  suppliers
     and  others  with whom it has a  business  relationship,  to  preserve  and
     protect its  properties,  and to conduct its  business in  compliance  with
     applicable laws and regulations.

     8.1  Without the prior written consent of Buyer, Seller shall not:

          a)   merge into or with or consolidate with, any other corporation;

          b)   amend its articles of incorporation or bylaws;

          c)   issue any capital  stock or other  securities,  or grant or enter
               into any  agreement to grant,  any options,  convertible  rights,
               warrants, calls, or agreements relating to its securities;

          d)   enter into, or terminate, any material agreement;

          e)   engage in any one or more activities or transactions  outside the
               ordinary course of business;

          f)   enter into any  transaction  or make any  commitment  which could
               result in any of the  warranties  and  representations  of Seller
               contained in this  Agreement not being true and correct after the
               occurrence of such transaction or event.

9.   Warranties  and  Representations  of Buyer Buyer warrants and represents to
     Seller and Selling Shareholders as follows:

     a)   Buyer is a corporation  duly organized  under the laws of the State of
          Nevada,  validly  existing  and in good  standing,  is  authorized  to
          exercise all its corporate  powers,  rights and privileges and has the
          corporate power and authority to own and operate its properties and to
          carry on its businesses as now conducted.

     b)   Buyer has all  requisite  legal and  corporate  power to  execute  and
          deliver  this  Agreement,  consummate  the  transactions  contemplated
          hereby and perform its obligations hereunder.

     c)   All corporate action on Buyer's part necessary for the  authorization,
          execution,  delivery and  performance  of all  obligations  under this
          Agreement  and for the issuance and delivery of the  consideration  in
          payment  for  Seller's  Assets  will  be  taken,  and  this  Agreement
          constitutes a legal, valid and binding obligation of Buyer enforceable
          according to its terms.

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     d)   Neither the execution and delivery of this  Agreement nor the carrying
          out of any of the transactions contemplated hereby will:

          i.   violate  or  conflict  with any of the  terms and  conditions  or
               provisions of the articles of incorporation or bylaws of Buyer;

          ii.  violate any legal requirement applicable to Buyer;

          iii. violate,  conflict  with,  result in a breach  of,  constitute  a
               default under,  or accelerate or permit the  acceleration  of the
               performance  required  by, or give any  other  party the right to
               terminate, any contract or permit applicable to Buyer;

          iv.  result in the creation of any lien,  charge or other  encumbrance
               on any property of Buyer; or

          v.   require  Buyer to obtain  or make any  waiver,  consent,  action,
               approval  or  authorization  of,  or  registration,  declaration,
               notice or filing with, any private  non-governmental  third party
               or any governmental authority.

     e)   It has no subsidiaries or affiliated  companies and does not otherwise
          own  or  control,  directly  or  indirectly,  any  other  corporation,
          association or business entity.

     f)   No suit,  action or other  proceeding  is pending or, to Buyer's  best
          knowledge,  threatened  before any governmental  authority  seeking to
          restrain  Buyer or prohibit  entry into this Agreement or prohibit the
          Closing,  or seeking  damages  against  Buyer or its  properties  as a
          result of the consummation of this Agreement.

     g)   The current authorized capital stock of SHCC consists of Fifty Million
          (50,000,000)  shares of non-voting  preferred stock,  $0.001 per share
          par value,  of which  377,742,  8%  redeemable  convertible  preferred
          shares  are  issued  and   outstanding,   and  Two   Hundred   Million
          (200,000,000)  shares of common  stock,  entitled to vote,  $0.001 par
          value per share, of which 42,232,260 shares are issued and outstanding
          as of  April  30,  1999.  There  are  no  other  securities,  options,
          warrants,   or  other  rights  to  purchase  any  securities  of  SHCC
          outstanding  except as set forth in the attached  Exhibit "9(g)" which
          is incorporated herein by this reference.  All outstanding  securities
          of SHCC are duly and validly issued, are fully paid and non-assessable
          and were issued in compliance  with all  applicable  federal and state
          securities laws.

     h)   SHCC is a  development  stage  company  with  little  or no  operating
          history.  It's  only  business  activity  to date has been to  arrange
          financing,  hire  management  and  other  personnel  and  develop  and
          implement its business development plan.

     i)   The management prepared financial  statements of SHCC are set forth in
          Exhibit "9(i)"  attached  hereto and  incorporated  by this reference.
          Other than as set forth therein,  SHCC and Buyer have no contingent or
          other liabilities nor any pending outstanding  claims,  suits or other
          proceedings against them.

The warranties and  representations of Buyer and SHCC set forth in hereunder are
exclusive of all other representations of Buyer and SHCC in this Agreement.  All
representations  and  understandings  of Buyer  and SHCC are  merged  into  this
Agreement and do not survive Closing.

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10.  Warranties and Representations of Seller. Seller warrants and represents to
     Buyer, as of the date hereof, as follows:

     a.)  It is a  corporation  duly  organized  under  the laws of the State of
          Florida, validly existing and in good standing, authorized to exercise
          all its corporate  powers,  rights and privilege and has the corporate
          power and authority to own and operate its  properties and to carry on
          its business as now conducted.

     b.)  Seller  warrants and represents to Buyer that Seller has and will have
          at Closing, legal and beneficial ownership of Seller's Telecom Assets,
          free  and  clear  of any and  all  liens  and  encumbrances  or  other
          restrictions  or  limitations  and has, and will have at Closing,  all
          required  legal power and authority to transfer and convey the Telecom
          Assets to Buyer.

     c.)  It has all requisite  legal and corporate power to execute and deliver
          this Agreement,  consummate the transactions  contemplated  hereby and
          perform its obligations hereunder.

     d.)  All  corporate  action on its part  necessary  for the  authorization,
          execution,  delivery and  performance  of all  obligations  under this
          Agreement will be taken, and this Agreement constitutes a legal, valid
          and binding obligation enforceable according to its terms.

     e.)  There are no claims,  actions,  suits,  investigations  or proceedings
          against it pending or, to its  knowledge ,  threatened in any court or
          before or by any  governmental  authority,  or before any  arbitrator,
          that might have an adverse  effect on it or its  business,  and to its
          knowledge,  there  is no  basis  for any  such  claim,  action,  suit,
          investigation  or  proceeding  that is likely to result in a judgment,
          decree or order having an adverse effect on it or its business.  It is
          not  in  default  under,  and  no  condition  exists  that  would  (i)
          constitute  a default  under,  or breach or  violation  of,  any legal
          requirement,  permit or contract  applicable  to its  business or (ii)
          accelerate  or permit the  acceleration  of the  performance  required
          under, or give any party the right, to terminate any contract.

     f.)  No suit,  action or other  proceeding is pending or, to its knowledge,
          threatened  before any governmental  authority  seeking to restrain or
          prohibit its entry into this  Agreement  or prohibit  the Closing,  or
          seeking  damages  against it as a result of the  consummation  of this
          Agreement.

     g.)  Neither the execution and delivery of this  Agreement nor the carrying
          out of any of the transactions contemplated hereby will:

          i.   violate  or  conflict  with any of the  terms and  conditions  or
               provisions of its articles of incorporation or bylaws;

          ii.  violate any legal requirement applicable to it;

          iii. violate,  conflict  with,  result in a breach  of,  constitute  a
               default under,  or accelerate or permit the  acceleration  of the
               performance  required  by, or give any  other  party the right to
               terminate, any contract or permit applicable to it ;

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          iv.  result in the creation of any lien,  charge or other  encumbrance
               on any of its property other than as provided for herein; or

          v.   require  it to  obtain  or  make  any  waiver,  consent,  action,
               approval  or  authorization  of,  or  registration,  declaration,
               notice or filing with, any private  non-governmental  third party
               or any governmental authority.

11.  Covenants

     11.1 Approval of Directors  Prior to the effective date of this  Agreement,
          Buyer and Seller shall each hold a special meeting of their respective
          Boards of  Directors  to approve the  Agreement  and the  transactions
          contemplated thereby.

     11.2 Approval of  Seller's  Shareholders  Seller  shall (a) cause a special
          meeting of its  shareholders  to be duly called and held in accordance
          with the laws of the State of Florida,  its Articles of  Incorporation
          and Bylaws as soon as reasonably practicable for the purpose of voting
          on the adoption and approval of this  Agreement,  (b) recommend to its
          shareholders  approval of the  Agreement,  (c) use its best efforts to
          obtain the necessary  approval of its  shareholders,  and (d) take all
          other action necessary to effect the Closing.

     11.3 Third  Party  Consents  Buyer  and  Seller  each  agree  to use  their
          respective best efforts to obtain, as soon as reasonably  practicable,
          all permits,  authorizations,  consents,  waivers and  approvals  from
          third parties or governmental authorities necessary to consummate this
          Agreement and the transactions contemplated hereby.

12.  Closing Subject to the satisfaction of the conditions set forth in Sections
     13 and 14 herein, the closing of the transactions  contemplated hereby (the
     "Closing")  shall be held at Saratoga  Telecom  Corp.  8756 122nd Ave.  NE,
     Kirkland,  Washington  by no later  than June 18,  1999,  or, if all of the
     conditions  set forth in Section 13 and Section 14 of this  Agreement  have
     not been  satisfied or waived,  no later than June 30, 1999.  The date upon
     which the Closing occurs is hereinafter  referred to as the "Closing Date".
     If by the close of business  on June 30,  1999,  Closing has not  occurred,
     then either party hereto may terminate  this Agreement by written notice to
     such effect to the other party without liability to any other party to this
     Agreement unless the reason for the Closing having not occurred is (i) such
     party's  willful  breach  of  this  Agreement,  or  (ii)  , if  all  of the
     conditions  to such  party's  obligations  set forth in  Sections 13 and 14
     herein have been  satisfied or waived in writing by the date  scheduled for
     the  Closing,  the failure of such party to perform its  obligations  under
     this  Agreement on such date.  However,  any  termination  pursuant to this
     Section  12 shall not  relieve  any party  hereto who was  responsible  for
     Closing having not occurred of liability for such party's willful breach of
     this  Agreement  or the  failure of such party to perform  its  obligations
     under this Section 12 on such date.

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13.  Conditions to  Obligations  of Buyer The  obligations of Buyer to carry out
     the transactions  contemplated by this Agreement are subject, at the option
     of the Buyer,  to the  satisfaction,  or waiver by Buyer,  of the following
     conditions:

     a)   All  warranties  and  representations  of  Seller  contained  in  this
          Agreement shall be true and correct in all material respects as of the
          Closing and Seller shall have  performed and satisfied in all material
          respects all agreements and covenants required by this Agreement to be
          performed or satisfied by it at or prior to the Closing.

     b)   As of the Closing Date, no suit, action, or other proceeding, shall be
          pending or threatened before any court or governmental  agency seeking
          to restrain Buyer or prohibit the Closing or seeking  damages  against
          Buyer as a result of the consummation of this Agreement.

     c)   Since the date of this  Agreement  and up to and including the Closing
          there have not been:

          i.   any changes in the business,  operations,  prospects or financial
               condition  of Seller  that had or might have a  material  adverse
               effect  on  Seller's  Telecom   Business;   or  ii.  any  damage,
               destruction  or loss to Seller  that had or might have an adverse
               effect on its Telecom Business.

     d)   Buyer shall have  received the opinion of counsel to Seller,  dated as
          of the Closing Date,  addressed to Buyer and in the form and substance
          reasonably  satisfactory  to Buyer,  as set forth in  Exhibit  "13(d)"
          attached hereto:

     e)   Seller  shall  have  furnished  Buyer  with  a copy  of all  necessary
          corporate action on its behalf approving Seller's execution,  delivery
          and performance of this Agreement.

     f)   Buyer shall have  completed  its due diligence  investigation  and the
          results  thereof  have not  revealed  that any of the  warranties  and
          representations  of Seller set forth herein are untrue or incorrect in
          any respect or otherwise  unsatisfactory  to Buyer or that exceptions,
          if any, have been resolved to the satisfaction of Buyer.

     g)   Buyer shall have  received  written  evidence,  in form and  substance
          satisfactory to it, of the consent to the transactions contemplated by
          this Agreement of all governmental and private third parties where the
          absence of any such  consent  would  result in a  violation  of law or
          breach or default under any agreement to which Seller is a party.

     h)   Buyer shall have entered into an Employment  Agreement with Morsey, as
          described in Section 4.1 herein,  to provide  management and technical
          services  to Buyer for a minimum of  thirty-six  (36)  months from the
          Closing Date.

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     i)   Buyer shall have  entered into a Consulting  Agreement  with AJAY,  as
          described in Section 4.2 herein.

     j)   Prior to the Closing Date,  Buyer shall have secured a commitment  for
          financing sufficient to fund Seller's initial $50,000 operating budget
          requirements as set forth in Exhibit "13(i)" attached hereto.

14.  Conditions to Obligations of Seller The  obligations of Seller to carry out
     the transactions  contemplated by this Agreement are subject, at the option
     of the Seller, to the  satisfaction,  or waiver by Seller, of the following
     conditions:

     a)   Buyer  shall  have  furnished  Seller  with  copies  of all  necessary
          corporate action on its behalf  approving the execution,  delivery and
          performance of this Agreement.

     b)   All  warranties  and   representations  of  Buyer  contained  in  this
          Agreement shall be true and correct in all material respects as of the
          Closing and Buyer shall have  performed  and satisfied in all material
          respects all agreements and covenants required by this Agreement to be
          performed or satisfied by it at or prior to the Closing.

     c)   As of the Closing Date, no suit, action, or other proceeding, shall be
          pending or threatened before any court or governmental  agency seeking
          to restrain  Seller or prohibit the Closing or seeking damages against
          Buyer or Seller as a result of the consummation of this Agreement.

     d)   Seller   shall   have   completed   its   respective   due   diligence
          investigations  and the results  thereof have not revealed that any of
          the  warranties  and  representations  of Buyer set forth  herein  are
          untrue or  incorrect  in any respect or  otherwise  unsatisfactory  to
          Seller  or  that  exceptions,  if  any,  have  been  resolved  to  the
          satisfaction of Seller.

15.  Survival and Indemnification

     a)   All  representations  and  warranties of Seller made in this Agreement
          shall survive the Closing Date of this Agreement.

     b)   Seller agrees to indemnify  and hold harmless  Buyer and SHCC from and
          against  any and all  damages,  liabilities,  obligations,  penalties,
          fines, judgments,  claims,  deficiencies,  losses, costs, expenses and
          assessments  arising out of,  resulting  from or in any way related to
          (i) a breach  of,  or  failure  to  perform  or  satisfy  any of,  the
          warranties  and  representations,  covenants  and  agreements  made by
          Seller in this Agreement or in any document or  certificate  delivered
          by Seller at the Closing,  (ii) the  existence of any  liabilities  or
          obligations of Seller.

16.  News Releases Prior to Closing  neither party shall issue or approve a news
     release or other announcement  concerning the transactions  contemplated by
     this  Agreement  without the prior  written  consent of the other as to the
     contents of the announcement  and its release,  which approval shall not be
     unreasonably withheld.

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17.  No Broker To the best of the  knowledge  and belief of the  parties  hereto
     there  are no  agents,  brokers,  finders  or  other  persons  or  entities
     representing  either  party  for  which  acquisition  fees are  payable  in
     connection with this transaction.

18.  Expenses  Each party shall bear the costs and  expenses of its own fees and
     expenses  of  professional  advisors  and  other  costs  relating  to  this
     Agreement.

19.  Entire  Agreement  This  Agreement,  together  with all  exhibits  attached
     hereto,  constitutes the entire agreement  between the parties with respect
     to  the  subject  matter  hereof  and  supersedes  all  prior   agreements,
     understandings,  negotiations and discussions,  whether oral or written, by
     any of the parties or by any  officer or  representative  of any party.  No
     amendment  or  modification  of this  Agreement  shall  be  binding  unless
     executed in writing by the party to be bound thereby.

20.  Binding  Effect  This  Agreement  shall be  binding  upon and  inure to the
     benefit of the parties hereto and their respective  successors and assigns;
     but neither this  Agreement nor any of the rights,  benefits or obligations
     hereunder  shall be assigned,  by operation of law or otherwise,  by either
     party hereto  without the prior written  consent of the other party,  which
     approval shall not be unreasonably withheld.

21.  Survival   of   Warranties   and   Representations   All   warranties   and
     representations, covenants and agreements by Seller shall expressly survive
     the Closing.

22.  Governing Law This  Agreement and the documents and  instruments  delivered
     pursuant  hereto shall be governed by and construed in accordance  with the
     laws of the State of Nevada.  Each party hereto irrevocably  submits to the
     jurisdiction  of the  court  of the  State  of  Nevada,  in any  action  or
     proceeding arising out of or relating to this Agreement.  Each party hereto
     consents to service of process by any means  authorized by  applicable  law
     and waives the defense of an  inconvenient  form to the maintenance of such
     action or proceeding in any such court.

23.  Severability The provisions of this Agreement are severable.  If any one or
     more provisions may be determined to be illegal or otherwise unenforceable,
     in whole or in part, the remaining  provisions,  to the extent enforceable,
     shall nevertheless be binding and enforceable.

24.  Non-Waiver  Failure by any party at any time to require  performance of the
     other party of the provisions of this Agreement  shall in no way affect any
     party's rights  hereunder to enforce the same, nor shall any such waiver by
     either party of any breach be held to be a waiver of any succeeding  breach
     or waiver of this clause.

25.  Remedies The rights and remedies  provided by this Agreement are cumulative
     and the use of any one  right or  remedy  by any  party  hereto  shall  not
     preclude  or  constitute  a waiver  of its  rights  to use any or all other
     remedies.  Such  rights and  remedies  are given in  addition  to any other
     rights and remedies a party may have by law, statute or otherwise.

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26.  Attorneys'  Fees  In the  event  the  services  of an  attorney  at law are
     necessary  to enforce any of the terms of this  Agreement or to resolve any
     disputes  arising  under this  Agreement,  the  prevailing  party  shall be
     entitled to recover its  attorney's  fees as determined by the  appropriate
     trial or appellate court.

27.  Counterparts and Facsimile  Signature This Agreement may be executed in one
     or more counterparts,  each of which shall be deemed to be an original, but
     all of  which  together  shall  constitute  one  and the  same  instrument.
     Execution  and delivery of this  agreement by exchange of facsimile  copies
     bearing the facsimile  signature of a party hereto shall constitute a valid
     and binding  execution  and delivery of this  Agreement by such part.  Such
     facsimile copies shall constitute enforceable original documents.

     IN WITNESS  WHEREOF,  the parties have executed this Agreement on the dates
indicated below.

Buyer:                                  Seller:
Saratoga Telecom Corp.                  Internet Interview Inc..

By: /s/ Patrick F. Charles              By: /s/ Norman Reisch
    ----------------------                  --------------------
   Patrick F. Charles, President & CEO
Dated: 6/16/99                          Dated:  6/16/99

Buyer's Parent Company:                 Selling Shareholder:
     As to provisions of this
     Agreement involving Saratoga       /s/ Thomas S. Morsey
     International Holdings Corp.
      ("SHCC")                          Dated:  6/16/99



By: /s/ Patrick F. Charles
    -----------------------------
    Patrick F. Charles, President & CEO

Dated: 6/16/99

Page E-95
                                      147
<PAGE>


Exhibit "3(f)"

WARRANT PROVISIONS


In  accordance  with Section  3(c),  Buyer shall issue to Seller or its assigns,
Common Stock  Purchase  Warrants to purchase up to  1,000,000  shares of Buyer's
parent company, SHCC's common stock on the following terms and conditions:

1.   The Warrants are to be issued to the following individuals:

     * Norman Reisch 500,000 Warrants
     * Tom Morsey 500,000 Warrants

2.   The exercise price shall be $0.10 per share;

3.   The Warrants may be exercisable, in whole or in part, at any time following
     Closing; in minimum blocks of 100,000 shares each.

4.   The Shares of Common Stock issuable upon the exercise of the Warrants shall
     be subject to restrictions on  transferability  under the Securities Act of
     1933 and applicable state securities laws;

5.   SHCC shall file an appropriate  registration statement under the Securities
     Act of 1933 covering the shares of common stock  issuable upon the exercise
     of the warrants and have such registration  state declared effective within
     one year from the date of exercise of the Warrants.

6.  Term of warrant is 5 years from date of closing.

At Closing  or as soon as  practicable  thereafter,  SHCC will  deliver  warrant
documents necessary to fulfill this provision (Section 3f) of the Agreement.

EXHIBIT "9(g)"

Except as provided for in the Agreement, SHCC granted options to purchase SHCC's
stock to P. Rost & Associates in conjunction  with a corporate  public relations
service  contract  between SHCC and P. Rost & Associates a copy of which will be
made available to Seller on or prior to the Closing Date.

SHCC also granted  options to two of its outside  Directors  to purchase  SHCC's
stock under SHCC's stock incentive plan.

EXHIBIT "9(i)"


(SHCC's financial statements to be provided by SHCC)

Page E-96
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<PAGE>

EXHIBIT "13(d)"

OPINION OF SELLER'S COUNSEL


                           , 1999

Patrick F. Charles, President and CEO
Saratoga Telecom Corp.
8756 - 122nd Avenue NE
Kirkland, WA  98033

Dear Mr. Charles:

We have  acted as  counsel  to  Internet  Interview  Inc.  (the  "Company"),  in
connection with that certain Agreement for Sale and Purchase of Telecom Business
Assets, dated  ______________,  1999 (the "Agreement"),  between the Company and
Saratoga Telecom Corp. ("Buyer"), providing for the sale of all of the Company's
telecom business assets.

This  opinion is being  rendered  pursuant  to Section  13(d) of the  Agreement.
Unless otherwise  defined herein,  the definitions of capitalized  terms used in
this opinion shall be the same as those set forth in the Agreement.

In arriving at this opinion, we have examined originals or copies,  certified to
our satisfaction, of the following:

1.  The Agreement;

2.  The Articles of Incorporation and by-laws of the Company;

3.  The corporate records of the Company;

4.   Such other records,  documents and papers as we deemed necessary to examine
     for purposes of this opinion.

Based on the above, and subject to the qualifications set forth below, it is our
opinion that:

1.   The Company is a corporation  duly organized,  validly existing and in good
     standing under the laws of the State of Florida and has full power to carry
     on its business as it is now being  conducted  and is duly  qualified to do
     business  and is in good  standing  as a foreign  corporation  in all other
     states where the nature of such Company's  business or the location of such
     Company's assets make such qualification necessary and where the failure to
     so  qualify  would have a material  adverse  effect on such  Company or its
     assets.

2.   The  Company  has full  corporate  power and  authority  to enter  into the
     Agreement,  and  perform its  obligations  thereunder,  and the  execution,
     delivery and performance of the Agreement by the Company have been duly and
     validly authorized by all requisite  corporate action and the Agreement has
     been duly executed and delivered by the Company.

Page E-97
                                      149
<PAGE>

3.   The  Agreement  is valid and binding  upon the  Company and is  enforceable
     against  the  Company  in  accordance  with its terms  except as limited by
     bankruptcy,  insolvency or other similar laws affecting the  enforcement of
     creditors' rights in general.  The enforceability of the obligations of the
     Company  under the  Agreement  is,  with  respect  to the  availability  of
     equitable  remedies,  also subject to general  principles of equity and the
     discretion of the court having jurisdiction thereof.

4.   Neither the  execution nor delivery of the Agreement by the Company nor the
     consummation  of the  transactions  contemplated  thereby will constitute a
     default  or an  event  which  would  with  notice  or lapse of time or both
     constitute  a default  under or  violation  or breach of (i) the  Company's
     Articles of Incorporation or Bylaws,  or (ii) to the best of our knowledge,
     any material indenture,  license,  lease,  agreement or other instrument or
     any writ,  judgment,  or decree to which any Company is a party or by which
     any  Company  or its  properties  may be bound  nor would  such  execution,
     delivery or  consummation  constitute an event which would permit any party
     to any  agreement  or  instrument  to  terminate  it or to  accelerate  the
     maturity of any  indebtedness or obligation of any Company or an event that
     would result in the creation or  imposition of any lien or  encumbrance  on
     any asset of any Company.

5.   No action of or filing with any governmental or public body or authority is
     required  to  authorize  or is  otherwise  required  for  the  validity  of
     execution, delivery and performance by the Company of the Agreement.

6.   We do not know of or have reason to believe  that the Company is a party to
     any pending  suit,  action,  investigation  or inquiry by any  governmental
     body, or arbitration  proceedings or any material labor dispute relating to
     or affecting any Company, its assets or its business.

7.   No fact or  circumstance  has come to our attention which gives us cause to
     believe that any representation or warranty by any Company set forth in the
     Agreement is untrue in any material respect.

8.   To the best of our knowledge,  there is no  governmental  permit,  license,
     certificate of inspection,  authorization,  filing or registration which is
     material to the Company's  business and which has not been secured or made.
     None of the  transactions  contemplated  by the Agreement will terminate or
     violate,  either  by  virtue  of  the  terms  thereof  or  because  of  the
     non-assignability thereof, any governmental permit, license, certificate of
     inspection,  other authorization,  filing or registration  necessary to the
     conduct of the Company's business.

We have assumed that documents we have reviewed in connection  with this opinion
which  purport to have been executed by parties other than the Company have been
duly executed by such parties and that such parties had all  requisite  power to
enter into and perform all obligations  thereunder,  that execution and delivery
thereof has been duly  authorized by all  requisite  action and that the subject
instruments are valid and binding upon said parties.

Page E-98
                                      150
<PAGE>

We have assumed the authenticity of all documents  submitted to us as originals,
and the conformity to originals of all documents submitted to us as copies.

                                  EXHIBIT "4.1"

                              Employment Agreement

DATE:          June 16, 1999


PARTIES:       Saratoga Telecom, Corp, a wholly-owned subsidiar  (the "Company")
               of Saratoga International Holdings Corp.
               8756 - 122nd Avenue NE
               Kirkland, WA  98033


               Tom Morsey                                         ("Employee")




                                     RECITAL

     The Company desires to employ and retain the unique experience,  abilities,
and  services of Employee to perform  certain  duties  pursuant to the terms and
conditions described herein.

                                    AGREEMENT

     The parties agree as follows:

     1.  EMPLOYMENT

          1.1  Term. The Company agrees to employ  Employee as President - Chief
               Operating  Officer  for a term  commencing  on June 16,  1999 and
               continuing  until terminated in accordance with Section 5 herein.
               Employee  acknowledges  that his  initial  hire  date is June 16,
               1999.

Page E-99
                                      151
<PAGE>

          1.2  Duties. Employee accepts employment with the Company on the terms
               and conditions set forth in this Agreement,  and agrees to devote
               his full  time  and  attention  (reasonable  periods  of  illness
               excepted) to the  performance  of his duties as President - Chief
               Operating  Officer under this  Agreement.  Employee shall perform
               his duties and shall  exercise such specific  authority as may be
               assigned  to  Employee  from  time to time.  In  performing  such
               duties, Employee shall be subject to the direction and control of
               the Board of Directors of the Company.  Employee  further  agrees
               that in all aspects of such  employment,  Employee  shall  comply
               with the  policies,  standards,  and  regulations  of the Company
               established  from time to time,  and  shall  perform  his  duties
               faithfully, intelligently, to the best of his ability, and in the
               best interest of the Company.  The devotion of reasonable periods
               of time by  Employee  for  personal  purposes,  outside  business
               activities, or charitable activities shall not be deemed a breach
               of this  Agreement,  provided that such purposes or activities do
               not  materially  interfere  with  the  services  required  to  be
               rendered to or on behalf of the Company.

     2.  COMPENSATION

          2.1  Compensation.  The  compensation to be paid Employee for services
               rendered under this Agreement shall be as set forth in schedule A
               attached hereto.

          2.2  Other Benefits. Base compensation and any bonus compensation paid
               to Employee shall be in addition to any contribution  made by the
               Company for the benefit of Employee to any  qualified  retirement
               plan which may be  established  by the Company for the  exclusive
               benefit of its  employees.  The Company shall provide to Employee
               and  Employee's  family the same  benefits  that the  Company may
               provide to other similarly employed personnel and their families,
               subject to Employee's  satisfaction of the respective eligibility
               conditions for such benefits.

Page E-100
                                      152
<PAGE>

     3.  CONFIDENTIALITY

          3.1  Confidentiality.   Employee  acknowledges  and  agrees  that  all
               planning information,  lists of the Company's clients,  financial
               information,  and other  Company  data  related  to its  business
               ("Confidential  Information") are valuable assets of the Company.
               Except  for  information  that  is a  matter  of  public  record,
               Employee  shall not,  during the term of this  Agreement or after
               the  termination  of  employment  with the Company,  disclose any
               Confidential  Information  to any person or use any  Confidential
               Information  for the  benefit of  Employee  or any other  person,
               except with the prior written consent of the Company.

          3.2  Return of Documents.  Employee  acknowledges  and agrees that all
               originals  and  copies of  records,  reports,  documents,  lists,
               plans,  drawings,   memoranda,  notes,  and  other  documentation
               related  to  the  business  of  the  Company  or  containing  any
               Confidential Information shall be the sole and exclusive property
               of the  Company,  and shall be returned  to the Company  upon the
               termination  of  employment  with the Company or upon the written
               request of the Company.

          3.3  Injunction. Employee agrees that it would be difficult to measure
               damage to the Company  from any breach by Employee of Section 3.1
               or 3.2 and that monetary  damages  would be an inadequate  remedy
               for  any  such  breach.  Accordingly,  Employee  agrees  that  if
               Employee  shall  breach or take steps  preliminary  to  breaching
               Section 3.1 or 3.2, the Company shall be entitled, in addition to
               all  other  remedies  it may  have  at law  or in  equity,  to an
               injunction  or other  appropriate  orders  to  restrain  any such
               breach, without showing or proving any actual damage sustained by
               the Company.

          3.4  No Release.  Employee  agrees that the  termination of employment
               with the Company or the  expiration of the term of this Agreement
               shall not release  Employee  from any  obligations  under Section
               3.1, 3.2 or 3.3.

Page E-101
                                      153
<PAGE>

     4.   EXPENSES

          Employee  shall be  entitled  to  reimbursement  from the  Company for
          reasonable   expenses   necessarily   incurred   by  Employee  in  the
          performance   of  Employee's   duties  under  this   Agreement,   upon
          presentation of vouchers  indicating in detail the amount and business
          purpose of each such expense and upon  compliance  with the  Company's
          reimbursement policies established from time to time.

     5.  TERMINATION

          5.1  Term of Agreement.  The term of this Agreement shall be for three
               years  beginning  with the initial hire date set forth in Section
               1.1 to this Agreement  unless  terminated in accordance  with the
               provisions set forth herein.  This Agreement may be terminated at
               any time upon the mutual  written  agreement  of the  Company and
               Employee.

          5.2  Immediate Termination.  The employment of Employee by the Company
               may be  terminated  immediately  in the  sole  discretion  of the
               Company upon the occurrence of any one of the following events:

               5.2.1Employee  willfully  and  continuously  fails or  refuses to
                    comply with the policies,  standards, and regulations of the
                    Company established from time to time;

               5.2.2Employee engages in fraud,  dishonesty,  or any other act of
                    misconduct in the performance of Employee's duties on behalf
                    of the Company;

               5.2.3Employee  fails to perform any  provision of this  Agreement
                    to be performed by Employee;

Page E-102
                                      154
<PAGE>

               5.2.4All or  substantially  all the  assets  of the  Company  are
                    sold,  transferred,  or otherwise disposed of, the Company's
                    assets are  distributed to its  shareholders in liquidation,
                    or the Company's business is discontinued; or

               5.2.5Employee  suffers a permanent  disability.  For  purposes of
                    this Agreement.  "permanent  disability" shall be defined as
                    Employee's  inability,  due to illness,  accident,  or other
                    cause,  to perform the majority of  Employee's  usual duties
                    for a period of ninety (90) days or more despite  reasonable
                    accommodation by the Company.

          5.3  Proration  of  Base   Compensation.   Upon  the   termination  of
               employment, the base compensation payable to Employee pursuant to
               Section 3.1 shall be prorated to the date of such termination. In
               addition, Employee shall receive any previously earned but unpaid
               bonus compensation.

    6.  REPRESENTATIONS AND WARRANTIES OF EMPLOYEE

     Employee represents and warrants to the Company that there is no employment
contract or any other contractual  obligation to which Employee is subject which
prevents  Employee from entering into this  Agreement or from  performing  fully
Employee's duties under this Agreement.

     7.  COVENANT NOT TO COMPETE

     For a period  of five (5)  years  from the  initial  hire date set forth in
Section  1.1 of  this  Agreement  and  including  and  during  the  term  of his
employment under this Agreement,  Employee shall not, directly or indirectly, as
proprietor,  partner,  limited partner,  member of a limited liability  company,
shareholder,  officer, director, employee, agent or representative,  engage in a
Competitive  Business Activity.  "Competitive  Business Activity" shall mean the

Page E-103
                                      155
<PAGE>

usual and customary products and services provided by the Company.  In addition,
during  the five year term set forth in this  Section  7,  Employee  shall  not,
directly  or  indirectly,  hire the  employees  of the  Company  to  engage in a
Competitive  Business  Activity  nor shall  Employee  solicit any  employees  or
customers to leave the Company.

     The parties hereto  acknowledge  that  consideration  for Employee to enter
into this covenant not to compete is included in this Agreement.

     8.   MISCELLANEOUS PROVISIONS

          8.1  The waiver by either the  Company or  Employee of a breach of any
               provision  of this  Agreement  will not  operate  by  either  the
               Company  or  Employee  as a waiver  of any  subsequent  breach by
               either the Company or Employee.

          8.2  This  Agreement  shall be  binding  upon and  shall  inure to the
               benefit of both the Company  and  Employee  and their  respective
               successors,  heirs, and legal representatives;  however,  neither
               this Agreement nor any rights hereunder may be assigned by either
               the company or Employee  without the written consent of the other
               party.

          8.3  No amendment or  variation  of the terms and  conditions  of this
               Agreement  shall be valid  unless it is in writing  and signed by
               the Company and Employee.

          8.4  In the event suit or action is  instituted  to enforce any of the
               terms of this Agreement,  the prevailing  party shall be entitled
               to recover from the other party such sum as the Court may adjudge
               reasonable as attorney's fees at trial or on appeal,  in addition
               to all other sums provided by law.

     IN WITNESS  WHEREOF,  this  Agreement is executed on the day and year first
above written.

"Company"                     Saratoga Telecom Corp.

                              By:  /s/ Patrick F. Charles
                              ---------------------------
                              Patrick F Charles, President & CEO

"Employee"                    /s/ Thomas S. Morsey
                              --------------------
                              Tom Morsey

Page E-104
                                      156
<PAGE>


                                   SCHEDULE A

                                       TO

                          Employment Agreement Between

                      Saratoga Telecom Corp. and Tom Morsey

Compensation

     Base Salary

     Base  salary  $5,000  per month  payable  on the  first  day of each  month
throughout the term of this agreement.

     Performance Incentive Bonus

     A performance incentive bonus to be determined by the Board of Directors.

     Employee Stock Options

     Employee  shall be entitled to receive  options of up to 250,000  shares of
the parent company,  Saratoga  International Holdings Corp. ("SIHC") exercisable
at $0.10 per share subject to the terms and conditions set forth in SIHC's Stock
Incentive Plan.

Automobile Allowance

     Employee  shall be entitled to receive an  allowance  for  business  use of
Employee's  vehicle of  $500.00  per month  payable  the first day of each month
throughout the term of this  agreement.  Employee  shall be responsible  for all
expenses relating to Employee's  vehicle and for maintaining  proper records for
income  tax  reporting  purposes.  Employee  shall  secure an  endorsement  from
Employee's  insurance carrier naming the Company as additional  beneficiary with
comprehensive liability coverage of not less than $500,000 per occurrence.

Page E-105

                                      157
<PAGE>

                                   Exhibit 4.2

                              CONSULTING AGREEMENT

     THIS CONSULTING  AGREEMENT (the  "Agreement") is made and entered into this
day of June,  1999, by and between AJAY  Enterprises  Inc., (the  "Consultant"),
whose principal place of business is 20533 Biscayne Blvd.  Suite #320,  Avenutra
FL 33180 and Saratoga  Telecom Corp. (the  "Company"),  whose principal place of
business is at 8756 - 122nd Avenue NE, Kirkland, WA 98033.

     WHEREAS,  the  Consultant  is  in  the  business  of  providing  management
consulting and advisory services; and

     WHEREAS,  the  Company  deems it to be in its best  interest  to retain the
Consultant to render to the Company management consulting and advisory services,
and

     WHEREAS,  the  Consultant  is  ready,  willing  and  able  to  render  such
consulting and advisory services to the Company as hereinafter  described on the
terms and conditions more fully set forth below.

     NOW,  THEREFORE,  in consideration of the mutual promises and covenants set
forth in this  Agreement,  the  receipt  and  sufficiency  of which  are  hereby
acknowledged, the parties hereto agree as follows.

1.   Consulting  Services.  The  Company  hereby  retains the  Consultant  as an
     independent consultant to the Company and the Consultant hereby accepts and
     agrees to such retention.  The Consultant  shall render to the Company such
     services  as set forth on  Exhibit  A,  attached  hereto  and by  reference
     incorporated herein.

     It is acknowledged and agreed by the Company that the Consultant carries no
     professional licenses,  other than any that may be listed on Exhibit A, and
     is not rendering legal advice or performing accounting services, nor acting
     as an investment advisor or broker-dealer  within the meaning of applicable
     state and federal securities laws. It is further acknowledged and agreed by
     the Company  that the  consulting  advisory  services to be provided to the
     Company  hereunder  shall not be rendered in connection  with the offer and
     sale of Securities in a capital raising transaction.

Page E-106
                                      158
<PAGE>

2.   Independent  Contractor.  The  Consultant  agrees to perform its consulting
     duties hereto as an independent contractor.  Nothing contained herein shall
     be considered to create the relationship of  employer-employee  between the
     parties to this Agreement. The Company shall not be liable to third parties
     for the acts of the Consultant or its servants or agents, in performing the
     consulting  duties  hereunder,  except in the case of damages  or  injuries
     caused directly by the Company's agents or employees,  or if the Consultant
     shall have been acting on behalf of the Company. The Company shall not make
     social security,  workers' compensation or unemployment  insurance payments
     on behalf of the Consultant.  The parties hereto acknowledge and agree that
     the Consultant  cannot guarantee the results or effectiveness of any of the
     services  rendered or to be rendered by the Consultant  hereunder.  Rather,
     the  Consultant  shall use its best  efforts to conduct  its  services  and
     affairs in a  professional  manner  and in  accordance  with good  industry
     practice.

3.   Time,  Place and Manner of Performance.  The Consultant  shall be available
     for advice and counsel to the officers and directors of the Company at such
     reasonable and convenient  times and places as may be mutually agreed upon.
     Except as  aforesaid,  the time,  place and  manner of  performance  of the
     services  hereunder,  including  the amount of time to be  allocated by the
     Consultant  to any  specific  service,  shall  be  determined  in the  sole
     discretion of the Consultant.

4.   Term of  Agreement.  The term of this  Agreement  shall be as set  forth in
     Exhibit B.

5.   Compensation.  In full consideration of the services to be provided for the
     Company by the Consultant,  as fully set forth in Exhibit A, upon execution
     of this  Agreement,  the Company agrees to compensate the Consultant in the
     manner set forth on Exhibit B.

6.   Expenses.  The Company shall reimburse the Consultant for all  pre-approved
     expenses  and  disbursements  incurred by the  Consultant  on behalf of the
     Company in  connection  with the  performance  of the  consulting  services
     pursuant to this Agreement.  The Consultant shall be solely responsible for
     all other expenses and  disbursements  anticipated to be made in connection
     with its performance under this Agreement.

Page E-107
                                      159
<PAGE>

7.   Termination.

     (a)  This  Agreement  shall  terminate  upon  the  Company's   dissolution,
          bankruptcy,  insolvency,  inability  to  meet  its  current  financial
          obligations  or refusal  to  reimburse  the  Consultant  for  expenses
          incurred for the account of the Company.

     (b)  Without  excusing the  Company's  obligations  under  Section 5 herein
          above, which shall continue to be effective, the Consultant shall have
          the right and  discretion  to  immediately  terminate  this  Agreement
          should the Company violate any law, ordinance, permit or regulation of
          any governmental entity, or should the Company in any way misrepresent
          or omit to  disclose  any  relevant  fact on the  financial  and legal
          condition of the Company that would impair the Consultant's ability to
          perform hereunder.

8.   Work Product.  It is agreed that all information and materials produced for
     the Company shall be the property of the Consultant,  free and clear of all
     claims  thereto by the  Company,  and the Company  shall retain no claim of
     authorship therein.

9.   Confidentiality. The Consultant recognizes and acknowledges that it has and
     will have access to certain confidential information of the Company and its
     affiliates that are valuable, special and unique assets and property of the
     Company and such  affiliates.  The Consultant will not, during or after the
     term of this  Agreement,  disclose,  without the prior  written  consent or
     authorization of the Company, any of such information to any person, except
     to authorized  representatives of the Consultant or its affiliates, for any
     reason or purpose whatsoever.  In this regard, the Company agrees that such
     authorization or consent to disclose may be conditioned upon the disclosure
     being made pursuant to a secrecy agreement,  protective order, provision of
     statute,  rule,  regulation or procedure under which the confidentiality of
     the  information  is  maintained  in the  hands of the  person  to whom the
     information  is to be  disclosed  or in  compliance  with  the  terms  of a
     judicial order or administrative process.

10.  Conflict of Interest.  The Consultant shall be free to perform services for
     other persons. The Consultant will notify the Company of its performance of
     the Consultant  services for any other person which could conflict with its
     obligations  under the Agreement.  Upon receiving such notice,  the Company
     may  terminate  this  Agreement  or  consent  to the  Consultant's  outside
     consulting  activities;  failure to terminate this Agreement,  within seven
     (7) days of receipt of written  notice of conflict,  shall  constitute  the
     Company's ongoing consent to the Consultant's outside consulting services.

Page E-108
                                      160
<PAGE>

11.  Disclaimer of  Responsibility  for Acts of the Company.  The obligations of
     the Consultant described in this Agreement consist solely of the furnishing
     of  information  and advice to the Company in the form of  services.  In no
     event shall the  Consultant  be required by this  Agreement to represent or
     make management decisions for the Company. All final decisions with respect
     to acts and omissions of the Company or any  affiliates  and  subsidiaries,
     shall be those of the Company or such affiliates and subsidiaries,  and the
     Consultant  shall under no circumstances be liable for any expense incurred
     or loss suffered by the Company as a consequence of such acts or omissions.

12.  Indemnity by the Company. The Company shall protect,  defend, indemnify and
     hold the Consultant and its assigns and attorneys, accountants,  employees,
     officer and directors  harmless  from and against all losses,  liabilities,
     damages, judgments, claims,  counterclaims,  demands, actions, proceedings,
     costs and expenses (including reasonable attorneys' fees) of every kind and
     character  resulting  from  or  relating  to or  arising  out  of  (a)  the
     inaccuracy,  non-fulfillment  or  breach of any  representation,  warranty,
     covenant or agreement made by the Company herein;  or (b) any legal action,
     including  any  counterclaim,  to the extent it is based upon alleged facts
     that, if true, would constitute a breach of any  representation,  warranty,
     covenant or agreement made by the Company herein;  or (c) negligent actions
     or omissions of the Company or any employee or agent of the Company, or any
     reckless  or willful  misconduct,  occurring  during the term  hereof  with
     respect to any of the decisions made by the Company.

13.  Notices. Any notices required or permitted to be given under this Agreement
     shall be  sufficient  if in writing and  delivered or sent by registered or
     certified mail to the principal office of each party.

14.  Waiver of Breach.  Any waiver by either party of a breach of any  provision
     of this Agreement by the other party shall not operate or be construed as a
     waiver of any subsequent breach by any party.

15.  Assignment. This Agreement and the rights and obligations of the Consultant
     hereunder  shall not be  assignable  without  the  written  consent  of the
     Company.

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<PAGE>

16.  Governing  Law.  This  Agreement  will  be  governed  by and  construed  in
     accordance  with  the  laws  of  the  State  of  Nevada.  The  negotiation,
     execution,  delivery,  consummation  hereof,  and  the  performance  of and
     consideration for this Agreement shall be deemed to have taken place in Las
     Vegas,  Nevada,  Any  suit,  dispute,  litigation,  action,  claim,  and/or
     proceeding in connection herewith, the subject matter hereof or between the
     parties  hereto,  will be  brought,  prosecuted  and  resolved  solely  and
     exclusively  in the  courts of the State of Nevada,  Las Vegas.  Each party
     hereto hereby consents to the personal  jurisdiction of the State of Nevada
     for all actions,  disputes,  litigation,  claims, suits, and/or proceedings
     arising out of this Agreement or the subject  matter hereof,  whether based
     on tort, contract, warranty, misrepresentation, fraud, or otherwise, in any
     way related hereto or arising herefrom  including,  but not limited to, the
     termination hereof.

17.  Severability.  All agreements and covenants contained herein are severable,
     and in the event any of them shall be held to be  invalid by any  competent
     court, the Agreement shall be interpreted as if such invalid  agreements or
     covenants were not contained herein.

18.  Entire  Agreement.  This  Agreement  constitutes  and  embodies  the entire
     understanding  and agreement of the parties and supersedes and replaces all
     prior understandings, agreements and negotiations between the parties.

19.  Waiver and Modification.  Any waiver, alteration modification of any of the
     provisions  of this  Agreement  shall be valid only if made in writing  and
     signed by the parties  hereto.  Each party hereto,  from time to time,  may
     waive any of its rights hereunder  without  effecting a waiver with respect
     to any subsequent occurrences or transactions hereof.

20.  Attorneys'  Fees and Costs.  In the event of any dispute arising out of the
     subject matter of this Agreement,  the prevailing  party shall recover,  in
     addition  to any  damages  assessed,  its  attorneys'  fees and court costs
     incurred in litigating or otherwise settling or resolving such dispute.  In
     construing this  Agreement,  none of the parties hereto shall have any term
     or  provision  construed  against such party solely by reason of such party
     having drafted the same.

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<PAGE>

21.  Liquidated  Damages.  The Company and the Consultant hereby acknowledge and
     agree that any default  hereunder  by the Company  will cause damage to the
     Consultant in an amount  difficult to ascertain.  Accordingly,  the Company
     agrees  that,  upon  a  default  of  this  Agreement  by the  Company,  the
     Consultant  shall retain all  compensation  provided for under Section 5 as
     liquidated damages, as the Consultant's sole legal and equitable remedy.

22.  Counterparts  and  Facsimile  Signatures.  This  Agreement  may be executed
     simultaneously in two or more  counterparts,  each of which shall be deemed
     an original,  but all of which taken together shall  constitute one and the
     same  instrument.  Execution and delivery of this  Agreement by exchange of
     facsimile  copies  bearing the facsimile  signature of a party hereto shall
     constitute a valid and binding  execution and delivery of this Agreement by
     such party.  Such facsimile  copies shall constitute  enforceable  original
     documents.

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

THE CONSULTANT:

AJAY Enterprises Inc.


By:  /s/ Norman Reisch
    ------------------

THE COMPANY:

Saratoga Telecom Corp.


By:  /s/ Patrick F. Charles
     ----------------------
     Patrick F. Charles, President / CEO

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                                      163
<PAGE>

EXHIBIT A

The Consultant agrees to provide the following services to the Company:

The  Consultant  shall  provide  services  to  the  Company  as  an  independent
management consultant to assist the Company as mutually agreed upon from time to
time. The Consultant  shall make itself  available to consult with the Company's
board of directors,  officers,  employees and  representatives and agents of the
Company at  reasonable  times,  concerning  matters  pertaining  to the  overall
business and financial operations of the Company, as well as the organization of
the administrative staff of the Company, the fiscal policy of the Company and in
general, concerning any problem of importance concerning the business affairs of
the Company.

The Consultant will not perform any activities that could subject the Consultant
or the Company to any  allegation of  violations of Federal or applicable  state
securities law.

THE Consultant:

AJAY Enterprises Inc.


By:  /s/ Norman Reisch

Date:  6/16/99

Saratoga Telecom Corp.


By:  /s/ Patrick F. Charles
   ------------------------
     Patrick F. Charles, President / CEO


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                                      164
<PAGE>

EXHIBIT B

The Company agrees to compensate the Consultant as follows:

Fees

For all services  rendered by the Consultant  under this Agreement,  the Company
shall pay the Consultant Five thousand  dollars  ($5,000) per month for one year
beginning with the Effective Date of this  Agreement.  Each payment shall be due
and payable at the beginning of the period.

Stock Options

Consultant  shall be entitled to receive  options of up to 250,000 shares of the
parent company,  Saratoga  International  Holdings Corp. ("SHCC") exercisable at
$0.10 per share  subject to the terms and  conditions  set forth in SHCC's Stock
Incentive Plan.

Terms

This  agreement  shall expire and terminate the earlier of the occurrence of any
of the following events:

1.   The date upon which Internet Interview Inc. sells or otherwise disposes its
     internet resume data base
     technology.

2.   One year from the date of this Agreement.

In any event, this agreement may be extended by mutual agreement of the parties.

THE Company:

Saratoga Telecom Corp.


By:  /s/ Patrick F. Charles
     ----------------------
     Patrick F. Charles, President / CEO


Date:  6/16/99

THE CONSULTANT:

AJAY Enterprises Inc.


By:  /s/ Norman Reisch
     -----------------
EXHIBIT 13(i)

Operating Budget Requirements (to be provided by seller prior to Closing)

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