EXHIBIT 10
                           SALE AND PURCHASE AGREEMENT
                  BY AND BETWEEN AFFORDABLE TELECOMMUNICATIONS
                      TECHNOLOGY CORPORATION AND ROY MARSH
                                  MAY __, 2000

     This Sale and Purchase Agreement  ("Agreement")  dated as of the ____day of
May, 2000, by and between Affordable  Telecommunications Technology Corporation,
a Texas Corporation, ("Purchaser"), and ROY MARSH ("The Seller").

                                  INTRODUCTION

     The Company  desires to sell and  Purchaser  desires to purchase all of the
outstanding  stock  of  Beeper  Boutique,  Inc.  ("Company")  on the  terms  and
conditions set forth in this Agreement.  In consideration of the mutual promises
of the parties in reliance on the representations,  warranties,  covenants,  and
conditions  contained  in  this  Agreement  and  for  other  good  and  valuable
consideration, the parties agree as follows:

                                    ARTICLE 1
                                      SALE

     1.01 The Seller agrees to sell,  convey,  transfer,  assign, and deliver to
Purchaser,  and Purchaser  agrees to purchase or accept from The Seller,  all of
the shares of stock in Beeper Boutique,  Inc., and Purchaser  assumes the leases
in Exhibit "1" and all accounts  payable and other  obligations  that may become
payable.

Consideration for Sale

     ATTC hereby acknowledges  payment of a consulting fee of $ 25,000 to Beeper
Boutique on December 2, 1999;

     ATTC hereby  acknowledges  the payment of an  extension  fee of $ 35,000 to
Beeper Boutique on December 13, 1999;

     1.02 In consideration of the sale and transfer of the shares of The Company
and the representations,  warranties,  and covenants of The Company set forth in
this Agreement, Purchaser shall pay to The Seller:

     $10,000.00 in cash, 1:00 P.M. on the date of closing;

     $300,000.00 note payable, including principal and interest, accruing at 12%
per annum as follows:  Beginning  June 26, 2000,  three (3) monthly  payments of
accumulated  interest only on the 26th day of each month,  then beginning in the
fourth  month,  twenty  (20)  monthly  payments  of 6673.33  with the balance of
principle and interest due May 26, 2002.

     Five  hundred  thousand  (500,000)  shares of ATTC  stock to be  registered
concurrent  with  the next  registration  of  stock  or debt  instruments,  such
registration to take place on or before December 31, 2000.

     All  notes  given  as part of the  purchase  price  shall be  secured  by a
purchase  money  security  interest in the assets  transferred  pursuant to this
Agreement in the form attached  hereto as Exhibit "26", and further secured by a
security interest in the two million  (2,000,000)  shares of ATTC stock owned by
Steven Bethke.

     Purchaser is required to pay twenty percent (20%) of any new debt or equity
issues,  as  principle  within  two (2)  business  days  funding  until the note
referred  to herein  is  repaid in full.  Also  such  payment  will  reduce  the
principle obligation owed from Buyer to The Seller as set out herein.

Closing

     1.03 The  parties  agree to use  their  best  efforts  to  consummate  this
transaction ("Closing").  The Closing shall take place at the offices of Timothy
C. Power,  20202  Highway 59 North,  Suite 170,  Humble,  Texas 77338 on May 30,
2000.
                                    ARTICLE 2
                   THE SELLER'S REPRESENTATIONS AND WARRANTIES

     The Seller hereby  represents  and warrants to Purchaser that the following
facts and circumstances are and at all times up to the Closing Date will be true
and correct:
Organization

     2.01 The Seller  represents that Beeper Boutique,  Inc. is a Corporation in
good standing to do business in the state of Texas.

Ownership of Company

     2.02 The Seller is an individual  with full right to sell or dispose of any
assets as The Seller may choose.  No other persons or entities,  have any claim,
right, title,  interest, or lien in, to, or on any of the stock which is subject
of this sale  agreement,  except as set forth in Exhibit "3" hereto  attached to
this Agreement.

Management of Company

     2.03  Exhibit "4"  attached to this  Agreement  contains a true and correct
list of all employees of The Company, and their rate of compensation.

Financial Statements

     2.04  Exhibit  "5"  attached  to this  Agreement,  contains  the  financial
statements of The Company.  The financial  statements  consist of balance sheets
and statements of income and retained earnings for two years ending December 31,
1998, and unaudited statements for the year ending December 31, 1999 ("Financial
Statements").  The  Financial  Statements  present  fairly  and  accurately  the
financial position,  results of operations, and changes in financial position of
the Company at the dates and for the periods covered,  in each case consistently
applied accounting principles.  There are no known liabilities or obligations of
the Company accrued , absolute,  contingent,  inchoate,  or otherwise that arose
out of or relate to any matter,  act, or omission occurring from March 31, 2000,
to the date of this Agreement, other than liabilities or obligations incurred in
the normal course of business.

Taxes
     2.05 Most federal,  state,  local, and foreign income, ad valorem,  excise,
sales, use,  payroll,  unemployment,  and other taxes and assessments  ("Taxes")
that are due and  payable  by the  Company  have been  properly  computed,  duly
reported,  fully paid, and discharged.  There are unpaid Taxes that are or could
become a lien on the property or assets of the Company or require payment by the
Company.  All current  Taxes not yet due and  payable by the  Company  have been
properly accrued on the balance sheets of the Company.

Inventories

     2.06  Substantially  all inventories  owned by the Company  ("Inventories")
consist of items of a quality and  quantity  usable and saleable in the ordinary
course of business by the Company.  No items  included in the  Inventories  have
been  pledged  as  collateral  or are held by the  Company on  consignment  from
others.

Except as stated in Exhibit 1 and Exhibit 3, no personal  property used
by the Company In connection with its business is held under any lease, security
agreement,  conditional  sales agreement,  conditional  sale contract,  or other
title retention or security  agreement or is located any place other than in the
possession of the Company.

Title to Assets and Properties

     2.07 The  Seller  has  good and  marketable  title  to all  stock  that are
material  to this  transaction.  All of  these  assets  are  free  and  clear of
mortgages, liens, charges, encumbrances,  equities, claims, easements, rights of
way, covenants, conditions, and restrictions, except for the following:

     1.  Those  disclosed  in  Company's  balance  sheet as of March  31,  2000,
included in the Financial Statements, or in the Exhibits to this Agreement;
     2. The lien of current Taxes not yet due and payable;

     3. Possible  minor matters that, in the aggregate,  are not  substantial in
amount and do not  materially  detract  from or  interfere  with the  present or
intended use of any of the assets and properties and will not materially  impair
business operations;

     4. Leases and liens disclosed in Exhibits 1 and 3.

     All real property and tangible personal property of The Company are in good
operating condition and repair,  ordinary wear and tear excepted. The Company is
in possession of all premises  leased to The Company from others.  Except as set
forth in the appropriate Exhibit listing such assets, no officer,  director,  or
employee of the  Company,  not any  spouse,  child,  or other  relative of these
persons owns or has any interest,  directly or indirectly, in any of the real or
personal property owned by or leased by The Company in any copyrights,  patents,
trademarks,  trade names, or trade secrets licensed by The Company.  The Company
does not, to its  knowledge,  occupy any real  property in violation of any law,
regulation,  or decree that would  materially  adversely  affect its business or
future prospects.

Customers and Sale

     2.08 Exhibit 8 attached to this  Agreement is a correct and current list of
all customers of the Company,  as of April 21, 2000.  Most  customers are not on
long-term  contracts.  Customers  may cancel  service at any time. A significant
number of customers cancel service each month.

Contracts

     2.09 Exhibit 10 attached to this Agreement contains true and correct lists,
with copies when  available,  of all  material  oral and  written  contracts  or
arrangements  obligating  The  Company,  including  without  limitation,   union
contracts, which in any way affects The Company's ability to transfer the assets
being conveyed  pursuant to this  Agreement.  Buyer is responsible for obtaining
consent  or  approvals  required  from the  third  party  with  respect  to this
transaction.

Laws and Regulations

     2.10  The  Company,  to its  knowledge,  is not in  violation  of any  law,
regulation, court order, or order of any federal, state, municipal,  foreign, or
other  governmental  department,  board,  agency, or  instrumentality,  wherever
located,   that  would  materially  adversely  affect  its  business  or  future
prospects.

Litigation

     2.11 Except as disclosed in Exhibit "11" attached to this Agreement,  there
are no pending,  outstanding,  or threatened claims; legal,  administrative,  or
other proceedings; or suits, investigations,  inquiries,  complaints, notices of
violation, judgments,  injunctions,  orders, directives, or restrictions against
or involving  The Company or any of the assets,  properties,  or business of The
Company or any of The Company's officers, directors,  employees, or stockholders
that will materially  adversely affect The Company, its assets,  properties,  or
business.  To the best of The Company's knowledge and belief, after conducting a
due  diligence  investigation,  there is no basis  for any of these  proceedings
against any of The  Company's  assets,  properties,  persons.  or entities.  The
Company has  furnished or made  available  to  Purchaser  copies of all relevant
court  papers and other  documents  relating to the matters set forth in Exhibit
11. Except as set forth in Exhibit 11, The Company is not  presently  engaged in
any legal action to recover  moneys due The Company or for damages  sustained by
The Company.

Fringe Benefit Plans - Employment Contracts

     2.12 All employees of The Company are leased through TRENDSETTER  STAFFING,
INC. and all payments to TRENDSETTER STAFFING, INC. are current.

Receivables

     2.13 Exhibit 8 attached to this Agreement  contains a true and correct list
of all accounts receivable of The Company.

         Trade Names, Trademarks, Copyrights, and Patents

     2.14 Exhibit 16 attached to this Agreement contains a true and correct list
of all trademarks,  licenses,  trademark registrations or applications,  service
marks, trade names, copyrights,  copyright registrations or applications,  trade
secrets, patents, inventions,  industrial models, processes,  designs, formulae,
and applications for patents  (collectively  called  "Intellectual  Properties")
owned by The  Company.  The  Company has the right and  authority  to use all of
these Intellectual  Properties as necessary to enable The Company to conduct its
business  in the  manner  presently  conducted.  The use of  these  Intellectual
Properties does not conflict with, infringe,  or violate any patent,  copyright,
or other proprietary right of any person, firm, or corporation.

Business Operations

     2.15 The business  operations of The Company are and have been for the past
two  (2)  years  in  material  compliance  with  all  laws,  treaties,  rulings,
directives,  and  similar  regulations  of  all  government  authorities  having
jurisdiction  over such business  insofar as failure to comply could  materially
adversely affect The Company's business and future prospects.
Authority

     2.16 The Seller has full power and  authority to execute,  deliver,  and/or
consummate  this  Agreement,  subject to the  conditions to Closing set forth in
this Agreement.

Full Disclosure

     2.17 No written representation,  warranty, or covenant made to Purchaser in
this Agreement,  nor any document,  certificate,  exhibit,  or other information
given or  delivered  to Purchaser  pursuant to this  Agreement  contains or will
contain  any  untrue  statement  of a  material  fact,  or omits or will  omit a
material fact  necessary to make the  statements  contained in this Agreement or
the matters disclosed in the related documents,  certificates,  information,  or
exhibits not  misleading.  Purchaser has performed due diligence on operation of
the Company and is aware the Company is not profitable.

Brokers

     2.18 The Company has not retained,  consented to, or authorized any broker,
investment  banker, or third party to act on The Company's  behalf,  directly or
indirectly,   as  a  broker  or  finder  in  connection  with  the  transactions
contemplated by this Agreement.

                                    ARTICLE 3
                   PURCHASER'S REPRESENTATIONS AND WARRANTIES

Purchaser represents and warrants to The Company that:

Authority

     3.01  Purchaser  has full power and  authority  to  execute,  deliver,  and
consummate this Agreement  subject to the condition to Closing set forth in this
Agreement.  All corporate  acts,  reports,  and returns  required to be filed by
Purchaser  with  any  government  or  regulatory  agency  with  respect  to this
transaction  have been or will be properly  filed prior to the Closing  Date. No
provisions  exist  in any  contract,  document,  or  other  instrument  to which
Purchaser  is a party or by which  Purchaser  is bound that could be violated by
consummation of the transactions contemplated by this Agreement.

Broker

     3.02 Neither  Purchaser,  nor any of Purchaser's  officers,  directors,  or
employees,  has retained,  consented to, or  authorized  any broker,  investment
banker, or third party to act on its behalf, directly or indirectly, as a broker
or finder in connection with the transactions contemplated by this Agreement.

                                    ARTICLE 4
                  CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE

     The  obligation  of Purchaser  to Close under this  Agreement is subject to
each of the  following  conditions  (any  one of which  may,  at the  option  of
Purchaser,  be waived in writing by the Purchaser) existing on the Closing Date,
or such earlier date as the context may require.

Representations and Warranties

     4.01  Each of the  representations  and  warranties  of The  Seller in this
Agreement,  the disclosures contained in the exhibits to this Agreement, and all
other written  information  delivered  under this Agreement shall be true in all
material  respects at and as of the Closing Date as though each  representation,
warranty, and disclosure were made and delivered at and as of the Closing Date.

Opinion of Counsel

     4.02 The Seller  shall  deliver to Purchaser an opinion of Timothy C. Power
addressed to Purchaser  and dated as of the Closing  Date in  substantially  the
form set forth in Exhibit "18" attached to this Agreement.

Compliance with Conditions

     4.03 The Seller and Purchaser shall comply with and perform all agreements,
covenants,  and  conditions  in this  Agreement  required  to be  performed  and
complied with by each of them.  All requisite  action  (corporate  and other) in
order to consummate  this  Agreement  shall be properly  taken by The Seller and
Purchaser.  The Company and  Purchaser  shall deliver to each other a compliance
certificate verifying and warranting The Company's and Purchaser's compliance.

Suit or Proceeding

     4.04 No suit or proceeding, legal or administrative, relating to any of the
transactions  contemplated  by this  Agreement  has been overtly  threatened  or
commenced  that, in the sole  discretion  of Purchaser  and its counsel,  or The
Seller and its counsel,  would make it inadvisable  for either  Purchaser or The
Seller to Close this transaction.

Consents of Others

     4.05  Purchaser is  responsible  for  obtaining  written  consents from all
persons listed in Exhibit 10 to this Agreement.

Inventories Appraisal

     4.06 Purchaser has had the  opportunity to retain an appraiser or certified
public  accountant  satisfactory  to  Purchaser  to conduct an  appraisal of all
inventories of Company prior to closing.

                                    ARTICLE 5
                 CONDITION TO THE COMPANY'S OBLIGATION TO CLOSE

     The  obligation of The Company to Close under this  Agreement is subject to
each of the following  condition  (any one of which at the option of The Company
may be waived in writing by The Company) existing on the Closing Date.

Corporate Action

     5.01  Purchaser  shall take  appropriate  corporate  action  regarding this
transaction  which shall be evidenced by  resolutions  of its board of directors
and shareholders and certified by Purchaser's  corporate secretary,  authorizing
Purchaser to enter into and complete this transaction.

Governmental Approvals

     5.02 All necessary government approvals regarding this transaction shall be
received prior to the Closing Date, in substantially the form applied for and to
the reasonable satisfaction of Purchaser and its counsel.

Opinion of Counsel

     5.03  Purchaser  shall  deliver  to The  Seller  the  opinion  of Leibman &
Associates P.C. dated as of the Closing Date in substantially the form set forth
in Exhibit 23 attached to this Agreement.

                                    ARTICLE 6
                         PARTIES OBLIGATIONS AT CLOSING

The Company's Obligations at the Closing

     6.01 At the Closing,  The Company shall execute, if appropriate,  and shall
deliver  to  Purchaser:  (1) A bill of sale in a form  acceptable  to  Purchaser
sufficient to convey to Purchaser all rights,  title,  and interest in the stock
being sold to Purchaser under the terms of this Agreement; (2) All documentation
in the possession of The Company necessary to operate Beeper Boutique, Inc.

Purchaser's Obligation at Closing

     6.02 At the Closing,  Purchaser shall deliver to Seller against delivery of
the items  specified in Paragraph 7.01 above, a certified or cashier's  check in
the amount of $10,000.00 as part of the purchase  price,  payable to The Company
in federal funds currently available in Texas and an instrument of assumption in
form  acceptable to The Company,  sufficient  to evidence the  assumption of the
obligations  and  liabilities by Purchaser  agreed to be assumed by Purchaser in
this Agreement,  and funds equal to the balance of the account at Southwest Bank
of  Texas  transferred  pursuant  to this  Agreement,  and  notes  and  Security
Agreements in a form acceptable to the Seller as described in 1.02 hereof.

                                    ARTICLE 7
                   THE COMPANY'S OBLIGATION AFTER THE CLOSING

Preservation of Goodwill

     7.01  Following  the Closing Date,  Seller will restrict its  activities so
that Purchaser's reasonable  expectation with respect to the goodwill,  business
reputation,  employee  relations,  and prospects  connected  with the assets and
properties purchased under this Agreement will not be materially impaired.

Access to Records

     7.02 From and after the Closing Date, The Seller shall allow  Purchaser and
its counsel,  accountants, and other representatives access to records that are,
after the Closing  Date,  in the  custody and control of The Seller.  The Seller
shall give access as Purchaser  reasonably  requires in order to comply with its
obligations  under  the  law or  when  reasonably  necessary  for  the  business
operations of The Company.

Non-Solicitation of Employees

     7.03 Prior to the third  anniversary of the Closing Date, The Company shall
not solicit any employee of Purchaser or any employee of The Company retained by
the Purchaser  after the Closing Date to leave  employment  with the  Purchaser.
Purchaser  shall  issue  ATTC  stock to company  employees  in amounts  noted in
Exhibit ____.

                                    ARTICLE 9
                               GENERAL PROVISIONS

Survival of Representations, Warranties, and Covenants

     9.01 The  representations,  warranties,  covenants,  and  agreements of the
parties  contained  in this  Agreement  or  contained  in any writing  delivered
pursuant to this Agreement shall survive the Closing Date.

Notices

     9.02 All notices  that are  required  or that may be given  pursuant to the
terms of this  Agreement  shall be in  writing  and shall be  sufficient  in all
respects  if given in writing  and  delivered  personally  or by  registered  or
certified mail, return receipt requested, postage pre-paid as follows:

If to The Seller: Roy A. Marsh, III
2600 Southwest Freeway, Suite 500
Houston, TX 77098

If to Purchaser: Affordable Telecommunications Technology Corporation
6227 Southwest Freeway
Houston, TX 77074

Assignment of the Agreement

     9.03 This  Agreement  shall be binding  on and inure to the  benefit of the
parties to this Agreement and their respective successors and permitted assigns.
This  Agreement  may not be  assigned  by any other  party  without  the written
consent of all parties and any attempt to make an assignment  without consent is
void.
Governing Law

     9.04 This  Agreement  shall be  construed  and  governed by the laws of the
state of Texas.

Amendments: Waiver

     9.05 This Agreement may be amended only in writing by the mutual consent of
all of the parties,  evidenced by all necessary and proper corporate  authority.
No waiver of any provision of this  Agreement  shall arise from any action on in
action of any party,  except an  instrument  in writing  expressly  waiving  the
provision executed by the party entitled to the benefit of the provision.

         Entire Agreement

     9.06 This  Agreement,  together with any  documents  and exhibits  given or
delivered  pursuant to this Agreement,  constitutes the entire agreement between
the parties to this  Agreement.  No party  shall be bound by any  communications
between them on the subject matter of this Agreement unless the communication is
(a) in writing,  (b) bears a date contemporaneous with or subsequent to the date
of this  Agreement,  and (c) is agreed to by all parties to this  Agreement.  On
execution of this Agreement,  all prior agreements or understandings between the
parties shall be null and void.

Reliance Upon Representations and Warranties

     9.07  The  Parties  mutually  agree  that,  notwithstanding  any  right  of
Purchaser to fully  investigate  the affairs of The Company and  notwithstanding
any knowledge of facts  determined or determinable by Purchaser  pursuant to the
investigation  or  right to  investigate,  Purchaser  may  fully  rely  upon the
representations , warranties,  and covenants made to Purchaser in this Agreement
and on the accuracy of any document,  certificate, or exhibit given or delivered
to Purchaser pursuant to this Agreement.

Termination of Agreement
     9.08 In the event that this  Agreement is not closed by May 30, 2000,  then
this  Agreement  shall  terminate  on and as of that  date and  Purchaser  shall
forfeit any interest in amounts previously paid to The Company.  Any termination
shall not affect in any manner  any rights and  remedies  that any party to this
Agreement may have at the time of termination.

Signed on ___, 2000.

ROY A. MARSH, III                 AFFORDABLE TELECOMMUNICATIONS TECHNOLOGY CORP.

By:___________________________    By: _______________________________
ROY MARSH, III                    STEVEN H. BETHKE, Its President

SELLER                            PURCHASER