Unassociated Document


    


    SHARE
      PURCHASE AGREEMENT

    


    THIS
      AGREEMENT
      is dated
      as of the 15th day of March, 2006

    


    BY
      AND BETWEEN:

    


    NERA
      ASA,
      a
      company incorporated and existing under the laws of Norway, whose address is
      a
      company incorporated and existing under the laws of Norway with principal
      offices at Kokstadvegen 23, P.O. Box 7090, N-5020 Bergen, Norway, (the
“Seller”).

    


    INTERLINK
      GLOBAL CORP., a
      corporation organized and existing under the Laws of the State of Nevada, United
      States of America (the “Buyer”).

    


    WHEREAS:

    


    A.
      Seller
      has the right to sell and is the beneficial owner of all of the issued and
      outstanding capital stock of COMMUNICATION
      NETWORKS HOLDINGS LTD., an exempted company incorporated and existing under
      the
      laws of Bermuda, whose registered office is at Cedar House, 41 Cedar Avenue,
      Hamilton HM 12, Bermuda, (the “Parent Company”).
      At the
      time of the Closing, Nera will have taken all steps to become the legal owner
      of
      the capital stock or cause the legal owner to convey such stock.

    


    B.
      Parent
      Company owns
      all
      of the issued and outstanding capital stock of TELECOMUNICACIONES
      NGTV, S.A., a corporation
      organized and existing under the Laws of the Bolivarian Republic of Venezuela
      (“NGTV”), and engaged
      in the provision of telecommunication services in Venezuela.

    


    C.
      Seller
      wishes to sell and Buyer wishes to purchase all of the issued and outstanding
      capital stock of Parent Company (the “Shares”).

    


    THIS
      AGREEMENT WITNESSES THAT
      the
      parties hereto have agreed as follows:

    


    
      	1.  	
              Definitions

            


    

    


    As
      used
      in this Agreement, the following terms shall have the following meanings, which
      shall apply to both the singular and plural of the defined terms:

    


    
      	1.1.  	
              “Agreement”
                shall mean this Stock Purchase Agreement, together
                with the Schedules and the Exhibits attached hereto, as the same
                may be
                amended, supplemented or otherwise modified from time to
                time.

            


    

    


    
      	1.2.  	
              “Business
                Day” shall mean a day on which banks are open to the public in both
                Caracas and New York.

            


    

    


    
      	1.3.  	
              “Closing
                Date” shall mean the date of execution of this Agreement by Seller and
                Buyer.

            


    

    


    
      	1.4.  	
              “Companies”
                shall mean Parent
                Company and NGTV.

            


    

    


    
      	1.5.  	
              “Dollars”
                and “US$” shall mean the currency of legal tender in the United States of
                America. 

            


    

    


    
      	1.6.  	
              “Knowledge”
                shall mean (i) actual knowledge; or (ii) knowledge by an officer
                or
                director of the Companies.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	1.7.  	
              “Material
                Adverse Effect” means an event or occurrence which has a material adverse
                effect on the ability of Seller to consummate the sale the Shares
                as
                contemplated hereby, or on the ability of Buyer to acquire or own
                the
                Shares. 

            


    

    


    
      	1.8.  	
              “Shares”
                shall have the meaning ascribed thereto in the Whereas Clause “C” of this
                Agreement.

            


    

    


    2.  Sale
      and Purchase of the Shares

    


    Subject
      to the terms of this Agreement, the Seller hereby sells as owner and the Buyer
      hereby purchases the Shares free from any lien, charges and encumbrances, and
      with all rights attaching to them. At the Closing, the Seller will deliver
      100%
      of the stock of the Parent Company, which owns 100% of the stock of
      NGTV.

    


    3.
       Purchase
      Price for the Shares

    


    The
      Buyer
      hereby agrees to pay Seller on the Closing Date the sum of One
      Million Seven Hundred Fifty Thousand Dollars (US$ 1,750,000.00) as the
purchase
      price for the Shares (the “Cash Consideration”). 

    


    4.
       Closing
      of the Transaction

     

    The
      closing of the transactions contemplated by this Agreement shall take place
      on
      the Closing Date, as this term is defined in Section 1 above. At the closing
      ,
      on the Closing Date (i) Buyer will deliver to Seller the Cash Consideration
      described in Section 3 above, either by bank draft or by wire transfer of
      immediately available funds to the following account of Seller: Beneficiary’s
      Bank: Nordea Bank Norge ASA, Oslo, Norway. Swift Code: NDEANOKK. Beneficiary
      Name: Nera ASA, Treasury Department. Account Number: 6019.04.41396 Currency
      Code: USD; and (ii) Seller will deliver to Buyer the certificate of the
      Shares.
      

    


    Buyer
      shall have the right to have a new certificate of the Shares issued to its
      name
      by the secretary of the Parent Company in Bermuda.

    


    5. Seller’s
      Representations and Warranties

    


    The
      Seller hereby represents and warrants as follows:

    

      
        	
                (a)

              	
                The
                  representations and warranties contained in this Section are true
                  and
                  correct and so shall continue to be until one year after the Closing
                  Date,
                  it being understood that each of said statements of facts, representations
                  and warranties have been deemed by the parties to be material and
                  essential, and shall survive the execution and delivery of this
                  Agreement.

              


      

      


      
        	
                (b)

              	
                This
                  Agreement and the documents and instruments executed by the Seller
                  have
                  been or will be duly and validly executed by the Seller and constitute
                  valid and legally binding obligations of the Seller, enforceable
                  in
                  accordance with the terms thereof.

              


      

      


      
        	
                (c)

              	
                Seller
                  has the right to sell the Shares free and clear of any and all
                  liens,
                  restrictions, options, voting trusts or agreements, proxies, encumbrances,
                  claims or charges of any kind whatsoever. Seller will have at the
                  Closing
                  physical custody of the certificates evidencing all of the Shares.
                  At the
                  Closing, there shall be no outstanding warrants, stock options
                  or other
                  rights in third parties that would give rise to a claim on such
                  Shares to
                  any third party. At Closing, and subject to the approval referred
                  to in
                  Section 9 below, Buyer will acquire good and defensible title to
                  the
                  Shares, free and clear of any and all liens, restrictions, options,
                  voting
                  trusts, or agreements, proxies, encumbrances, claims or, to Sellers’
                  Knowledge, charges of any kind.

              


      

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      
        	
                (d)
                  

              	
                The
                  execution and delivery of this Agreement by the Seller and the
                  performance
                  of the obligations contemplated herein, are within the corporate
                  authority
                  of the Seller, are not in conflict with any resolution adopted
                  by the
                  Shareholders Meeting or the Board of Directors of the
                  Seller.

              


      

      


      
        	
                (e)

              	
                Seller
                  shall forgive at the Closing all debt owed by the Parent Company
                  and NGTV
                  to Seller in the approximate amount of US$ 12,000,000.00.  A list of
                  the debt to be forgiven is attached as Schedule 1.
                  

              


      

    

     

    6. Buyer's
      Representations and Warranties

    


    The
      Buyer
      represents to the Seller as follows:

    

      
        	
                (a)

              	
                The
                  representations and the warranties and the statements of fact contained
                  herein are true and correct and so shall continue to be until one
                  year
                  after the Closing Date, it being understood that each of said statements
                  of facts, representations and warranties have been deemed by the
                  parties
                  to be material and essential, and shall survive the execution and
                  delivery
                  of this Agreement;

              


      

      


      
        	
                (b)

              	
                The
                  Buyer has and will have full power and authority to enter into
                  and perform
                  its obligations under this
                  Agreement;

              


      

      


      
        	
                (c)

              	
                This
                  Agreement constitute and/or will constitute a valid and binding
                  obligation
                  of the Buyer, enforceable against the Buyer in accordance with
                  their
                  respective terms, subject to limitations with respect to enforcement
                  imposed by law in connection with bankruptcy, insolvency, reorganisation
                  or other laws affecting creditors' rights generally, and, to the
                  extent
                  that equitable remedies such as specific performance and injunctions
                  are
                  available, subject to such equitable remedies as may be granted
                  in the
                  discretion of the court from which they are sought;
                  

              


      

      


      
        	
                (d)

              	
                Buyer
                  has knowledge of the Distribution Agreement that was executed among
                  Seller, Parent Company, NGTV and NGTV’s Management Team (“MT”) on July 20,
                  2001 (the “Distribution
                  Agreement”).

              


      

      


      
        	
                (e)

              	
                Buyer
                  is aware that Section VIII “Distribution Terms” of the Distribution
                  Agreement sets forth the priority order in which the proceeds received
                  by
                  Seller as a consequence of the eventual sale of NGTV’s Shares or the
                  assets thereof shall be allocated.

              


      

      


      
        	
                (f)

              	
                All
                  the information received by Buyer in connection with the Distribution
                  Agreement has been disclosed by Seller in strict and absolute
                  confidentiality.

              


      

    

     

    7. Due
      Diligence

    


    The
      Buyer
acknowledges
      that it has completed to its satisfaction and prior to the execution of this
      Agreement a due diligence of the relevant information related to Parent Company
      and NGTV, as well as of all other material information in connection with this
      Agreement. The due diligence has included, without limitation, the review of
      the
      corporate files, financial statements, existing and pending litigations,
      material contracts, as well as any other relevant information of the Companies.
      

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    As
      a
      result of the due diligence completed by the Buyer, the Buyer expressly
      acknowledges that (i) the Seller’s representations and warranties are limited to
      those mentioned in Section 5 above; and (ii) the purchase price of the Shares
      has been agreed as described in Section 3 above. 

    


    Notwithstanding
      the foregoing, attached as Exhibits to this Agreement are the
      following:

    


    
      	1.  	
              Exhibit
                A - Summary of financial information
                31.12.2005

            


    

    


    
      	2.  	
              Exhibit
                B - Account receivables consolidated as of 31.12.
                2005.

            


    

    


    It
      is
      expressly understood that Seller neither warrants nor in any other way
      acknowledges the accuracy of the information contained in the Exhibits, and
      assumes no obligation whatsoever in connection with such Exhibits 

     

    It
      is
      also expressly understood that Seller will have no liability (for
      indemnification or otherwise) with respect to additional matters governed under
      this Agreement for amounts exceeding the Cash Consideration actually received
      by
      Seller.

     

    8. No
      Other Representations 

     

    Except
      for the representations and warranties contained in articles 5 and 6 hereof,
      neither Seller, Buyer, nor any other person or entity acting on behalf thereof,
      makes any representation or warranty, express or implied.

     

    9. Buyer’s
      Commitment after Closing 

     

    The
      Buyer
      expressly agrees to inject into NGTV within 150 days following the Closing
      Date
      the amount of Two Million Dollars (US$ 2,000,000.00) in order to fund investment
      and working capital needs of NGTV (the “Post Closing Contribution”). It is
      expressly understood that, of the total Post Closing Contribution, Nine Hundred
      Seventy Nine Thousand One Hundred Seventy Nine Dollars (US$ 979,179.00) will
      be
      exclusively used by Buyer to pay outstanding unpaid salaries and severances
      of
      NGTV.

     

    Buyer’s
      failure to perform the Post Closing Contribution shall entitle Seller to
      terminate this Agreement by means of a written notice addressed and delivered
      to
      Buyer, in accordance with the provisions of Clause 12 of this Agreement. It
      is
      expressly understood that in the event of termination of the Agreement upon
      Buyer’s default, Seller shall be able to retain, as a penalty clause, the Cash
      Consideration as indemnification for such default, without
      impairing or limiting the right of Seller to seek any other available
      remedy.

     

    10. Notices

    


    Any
      notice or other communication required or permitted to be given to any of the
      parties to this Agreement shall be in writing. Any such notice shall be deemed
      to have been duly given or made when it shall be delivered by hand, post,
      recorded delivery, telecopier or telex to such parties at the address specified
      below:

    

      
        	
                To
                  the Seller:

              	
                NERA
                  ASA

              
	 	
                Kokstadvegen
                  23

              
	 	
                P.O.
                  Box 7090, N-5020 Bergen

              
	 	
                Norway

              
	 	
                Attn.:
                  Mr. Thor Jernes

              
	 	
                Fax:
                  (47) 55225299

              


      

    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    

      
        	
                To
                  the Buyer:

              	
                Interlink
                  Global Corp. 

              
	 	
                6205
                  Lagoon Dr.

              
	 	
                Suite
                  110 

              
	 	
                Miami,
                  FL 33126

              
	 	
                United
                  States Of America

              
	 	
                Attn.:
                  Mr. Ron Williams

              
	 	
                Phone:
                  (305) 261-2007

              
	 	
                Fax:
                  (305) 261-2250

              


      

    

     

    Or
      to
      such other address as a party may from time to time direct in
      writing.

    


    Any
      notice delivered personally shall be deemed to have been received on the date
      of
      delivery. Any notice which is sent by overnight courier shall be deemed to
      have
      been received three (3) Business Days following the date of its deposit. Any
      notice sent by cable, telex, telecopier or other mode of representing or
      reproducing words in a legible and non-transitory form shall be deemed to have
      been served twenty-four hours after its dispatch.

    


    In
      computing the date when notice must be given under any provisions requiring
      a
      specified number of days notice of any other event, the date of giving the
      notice shall be excluded and the date of the other event shall be
      included.

    


    Any
      person entitled to notice pursuant to this Agreement may at any time waive
      any
      such notice, or waive or abridge the time for any notice required to be given
      to
      him hereunder, such waiver or abridgement, whether given before or after the
      event of which notice is required to be given, shall cure any default in the
      giving or in the time of such notice, as the case may be. Any such waiver or
      abridgement shall be in writing.

    


    11. Distribution
      Agreement

    


    Buyer
      expressly declares that in its character of new sole shareholder of Parent
      Company, and controlling company of NGTV, Parent Company and/or NGTV shall
      make
      no use whatsoever of the provisions set forth in the Distribution Agreement.
      Consequently, Buyer agrees to waive any right that Parent Company or NGTV may
      have under the Distribution Agreement.

    


    Buyer
      further undertakes to refrain from selling its Shares of Parent Company and/or
      NGTV in the future unless the prospective purchaser of the Shares agrees to
      assume obligations similar to the contained in this Clause. 

    


    Buyer
      shall be liable before Seller in the event of Buyer’s failure to comply with the
      obligations and waivers assumed herein.

    


    12. Release
      

    


    At
      the
      Closing Date, Seller shall waive and settle any claims it may have against
      Parent Company and/or NGTV. In addition, Seller
      shall irrevocably waive any rights to any existing or future claims, offsets,
      actions, causes of action, suits, debts, sums of moneys and demands whatsoever
      which may have against Parent Company and NGTV. 

    


    13. Confidentiality
      and No Publication

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    The
      parties hereby agree to keep confidential all materials and information acquired
      or received hereunder and prevent the disclosure of such information to any
      third party, except such information that is generally available to the public
      or as is required by regulatory authorities with jurisdiction over the parties
      to this Agreement or unless such disclosure is authorized in writing by the
      other party.
      The
      terms of this Agreement and the information acquired in connection with the
      Agreement may be disclosed only with the consent of each of the parties hereto.
      

    


    14. Entire
      Agreement

    


    This
      Agreement constitutes the entire agreement among the parties hereto and
      supersedes all prior agreements and understandings, oral or written, by and
      among the parties hereto with respect to the matters dealt with
      herein.

    


    
      
        15.
          Amendment

      

    

    


    This
      Agreement may not be amended or modified, except by written instrument signed
      by
      the relevant parties hereto.

    


    
      
        16.
          Assignment

      

    

    


    Neither
      this Agreement nor the rights or obligations of any party hereto shall be
      capable of assignment without the prior consent in writing of all other parties
      hereto.

    


    
      
        17.
          Severability

      

    

    


    The
      invalidity of any term or condition of this Agreement or any covenant herein
      contained on the part of any party shall not affect the validity of any other
      term, condition or covenant hereof or herein contained.

    


    18. Enurement

    


    This
      Agreement shall enure to the benefit of, and be binding upon, all parties hereto
      and their heirs, executors, administrators, successors, legal personal
      representatives and permitted assigns.

    


    19. Fees
      and Expenses

    


    Each
      Party shall bear its own expenses, including all fees and costs of accountants,
      legal counsels and other advisors incurred at any time in connection with
      negotiation, preparation, execution, performance of and compliance with this
      Agreement.

     

    21. Counterparts

    


    This
      Agreement may be executed in any number of counterparts and all of such
      counterparts so executed shall be deemed to be an original and all such
      counterparts together shall for all purposes constitute one agreement,
      notwithstanding that all parties are not signatory to the same counterparts.
      Notwithstanding the date of execution of each counterpart, each counterpart
      shall be deemed to bear the date as of the date first above
      written.

    


    22. Friendly
      Settlements 

    


    Each
      of
      the parties hereto has executed this Agreement in good faith. Consequently,
      the
      parties expressly agree that any dispute, claim or controversy arising out
      of or
      relating to this Agreement, shall, to the possible extent, be settled by the
      parties by friendly resolutions mutually achieved by the parties. 

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    23. Governing
      Law and Submission to Jurisdiction

    


    This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the United Kingdom and the parties hereby irrevocably submit to the
      non-exclusive jurisdiction of the Courts of the United Kingdom.

    


    IN
      WITNESS WHEREOF the
      parties hereto have caused this Agreement to be executed under hand as of the
      date first above written.

    


     

    
      	 	 	 
	 	NERA
              ASA
	 
 	 
 	 
 
	 	By:  	/s/ Thor
              Jernaes
	 	
              
Name: Thor
              Jernaes
	 	 


      	 	 	 
	 	INTERLINK
              GLOBAL CORP.
	 
 	 
 	 
 
	 	By:  	/s/ Anastasios
              Kyriakides
	 	
              
Name:
              Anastasios Kyriakides 
	 	 





    


    
      
        
        

      

      
        -7-