AGREEMENT OF PURCHASE AND SALE
                AND EXCLUSIVE LICENSING OF TECHNOLOGY

This AGREEMENT OF PURCHASE AND SALE AND EXCLUSIVE LICENSING OF
TECHNOLOGY (this "Agreement"), is made effective as of the 11th day
of March, 1999.

B E T W E E N:

AMERICOM LTD., a  corporation incorporated under the laws of 

Turks and Caicos, BWI 
(hereinafter called the "Seller"), 

PARTY OF THE FIRST PART;

- and -

AMERICOM  U.S.A., INC., a corporation incorporated under the laws of
the State of Delaware, in the United States of America,

(hereinafter called the "Purchaser"),

PARTY OF THE SECOND PART;
 
RECITALS:

WHEREAS, Seller is engaged in the business (the "Americom Products
Business") of developing, marketing, licensing, and distributing
certain technology for the provision of enhanced communications
services, including certain services marketed by Seller under the
names "My Line" and "InstAccount" (hereinafter referred to as the
"Americom Products").

WHEREAS, it is proposed that the Seller sell and license to the
Purchaser certain assets owned by Seller and used in the
development, marketing, licensing and distribution of the Americom
Products, all upon and subject to the terms and conditions of this
Agreement as hereinafter set forth.

NOW, THEREFORE. in order to consummate the foregoing purchase, sale
and license and in consideration of the premises and the
representations and undertakings therein set forth, the parties
agree as follows:

SECTION     1.  PURCHASE AND SALE OF ASSETS

              0.1     Purchase and Sale. Subject to the terms
              and conditions contained herein, on the Closing
              Date (as hereinafter defined), Seller will both 
     
                       (i)     sell, convey, transfer, assign
                       and deliver to Purchaser; and 
              
                       (ii)    execute an exclusive (with the
                       exception of the Contracts set forth
                       in Exhibit 1.4(b)), irrevocable,
                       perpetual, royalty-free license in
                       favor of Purchaser, and Purchaser
                       shall purchase and license from
                       Seller, all right, title and interest
                       in and to those assets and properties
                       the Technology) more particularly
                       described in the following
                       subparagraphs (a) through (1) below:
     
                                   (a)     All source
                                   codes and object
                                   codes comprising
                                   any part of or in
                                   any way used in any
                                   software
                                   applications or
                                   modules
                                   (collectively, the
                                   "Americom
                                   Software") forming
                                   thc basis of or
                                   otherwise used in
                                   connection with the
                                   Americom Products
                                   together with all
                                   tapes, disks,
                                   printouts and other
                                   media on which the
                                   Americom Software
                                   is stored (the
                                   "Principal
                                   Technology"). The
                                   Principal
                                   Technology
                                   includes, without
                                   limitation, the
                                   software printout
                                   delivered with this
                                   Agreement by
                                   Americium which has
                                   been jointly
                                   identified by
                                   parties, a copy of
                                   which is being
                                   retained' at the
                                   offices of
                                   Purchaser's counsel.
     
                                   (b)     All of
                                   Seller's rights
                                   under any
                                   licensing,
                                   marketing, sales or
                                   other arrangements
                                   (collectively,
                                   "Contracts")
                                   pertaining to the
                                   Americom Products
                                   Business, together
                                   with all of
                                   Seller's rights to
                                   revenues to which
                                   the Seller
                                   otherwise would
                                   become entitled
                                   from and after the
                                   date of this
                                   Agreement; provided
                                   that Purchaser
                                   shall have sixty
                                   (60) days to review
                                   and consider the
                                   Contracts, and to
                                   elect, at its
                                   option, to reject
                                   the assignment of
                                   any one or more of
                                   the Contracts;
     
                                   (c)     Those
                                   trademarks, service
                                   marks and trade
                                   names, together
                                   with all U.S. and
                                   foreign
                                   applications for
                                   registration rights
                                   therefor, which are
                                   used by Seller in
                                   the marketing,
                                   distribution,
                                   licensing and sale
                                   of the Americom
                                   Products (the 
                                   "Trademarks");
     
                                   (d)     To the
                                   extent reduced to
                                   written or other
                                   tangible form
                                   (including but not
                                   limited to
                                   electronic media),
                                   all drawings,
                                   designs, plans,
                                   manuals, research,
                                   specifications,
                                   formulae,
                                   processes,
                                   know-how,
                                   technology, trade
                                   secrets and other
                                   confidential or
                                   proprietary
                                   information and
                                   other data and
                                   information (to the
                                   extent not
                                   otherwise
                                   encompassed in
                                   paragraphs 1.1 (a)
                                   through (c) above
                                   pertaining in any
                                   way to the Americom
                                   Products or the
                                   Americom Software
                                   or contemplated
                                   improvements,
                                   supplements,
                                   additions to the
                                   Americom Products
                                   or the Americom
                                   Software
                                   (collectively, the
                                   "Other Intellectual
                                   Property Interests");
     
                                   (e)     All
                                   customer lists and
                                   customer files
                                   directly related to
                                   the Americom
                                   Products (the
                                   "Customer Files"); and
     
                                   (f)     All
                                   marketing surveys,
                                   sales records,
                                   sales projections,
                                   marketing plans and
                                   other materials
                                   related to the
                                   marketing of the
                                   Americom Products
                                   (the "Marketing 
                                   Materials").
     
     1.2     No Other Assets. No other assets owned or used
     by Seller shall be included in the purchase and license,
     except to the extent they are listed in Section 1.1 above.
     
     1.3     No Rights to Trademarks or Tradenames. Except to
     the limited extent provided in Section 1.1 (c), no
     rights are to be transferred hereunder to Purchaser in
     any trademarks and tradenames owned or used by Seller,
     or any of its affiliated companies, subsidiaries or 
     divisions.
     
     1.4     Transfer Documents. All of the assets to be
     transferred to Purchaser under this Agreement shall be
     conveyed by bills of sale, assignments, or other
     instruments (the "Transfer Documents") which shall
     contain appropriate representations that Seller has good
     and marketable title, free and clear of all liens and
     encumbrances to the same. The Transfer Documents shall
     include the following:
     
                       (a)     A bill of sale (the "Bill of
                       Sale") in the form attached hereto as
                       Exhibit 1.4(a) with respect to the
                       Principal Technology, Other
                       Intellectual Property Interests,
                       Customer Files, and Marketing Materials;
     
                       (b)     An assignment of contracts
                       (the "Assignment of Contracts") in the
                       form attached hereto as Exhibit 1.4(b)
                       with respect to the Contracts,
                       provided that said assignment
                       documentation shall provide that
                       Purchaser shall have sixty (60) days
                       to review and consider the Contracts,
                       and to elect, at its option, to reject
                       the assignment of any one or more of
                       the Contracts;
     
                       (c)     An assignment of trademarks
                       (the "Assignment of Trademarks") in
                       the form attached hereto as Exhibit
                       1.4(c) with respect to each of the
                       Trademarks; and
     
                       (d)     A License Agreement in the
                       form attached hereto as Exhibit 1.4(d)
                       with respect to any and all of the 
                       Technology.
     
     SECTION 2.         CONSIDERATION, PAYMENT
     
     In consideration of the sale and license of the
     Technology set forth in Section 1, Purchaser shall make
     the following payments and provide the following
     consideration to Seller:
     
              1.1      As a deposit the sum of  THIRTY-EIGHT
              THOUSAND DOLLARS ($38,000) on the execution of
              this Agreement;
              1.2     At the Closing, Purchaser shall deliver
              to the Seller by wire transfer in accordance
              with "Exhibit 2.2"  the sum of ONE HUNDRED
              THOUSAND DOLLARS ($100,000.00);
              1.3     Short Term Note. At the Closing,
              Purchaser shall deliver to Seller a promissory
              note bearing interest at the rate of Eight (8%)
              percent per annum (the "Promissory Note") in
              the principal amount of Four Hundred Thousand
              Dollars ($400,000.00) repayable as follows:
                       (i)     A lump sum payment of TWO
                       HUNDRED THOUSAND DOLLARS ($200,000.00)
                       is due and payable on the first
                       anniversary date of the Promissory
                       Note; and
                       (ii)    A second lump sum payment of
                       TWO HUNDRED THOUSAND DOLLARS
                       ($200,000.00) plus any and all accrued
                       and unpaid interest owing under the
                       note is due and payable on the second
                       anniversary date of the (Promissory 
                       Note).
     The Promissory Note is to be in such form as is attached
     hereto as Exhibit 2.3
     
              2.1     Shares of Purchaser. At the Closing,
              Purchaser shall allot and issue to the Seller
              FIVE HUNDRED THOUSAND (500,000) Common Shares
              (the "Shares") out of the capital of the
              Purchaser.  It is agreed and understood between
              the parties that the present value of the
              Shares is TWO DOLLARS ($2) per share and has a
              current value of ONE MILLION DOLLARS
              ($1,000,000.00). The parties agree that there
              shall be no adjustment of the Purchase Price
              hereafter should there be any change in value
              of the Shares. 
              2.2     Transfer of Shares of Enhanced Service
              Providers, LLC. At the Closing, Purchaser shall
              deliver all documentation required to assign
              and transfer all of the shares held by
              Purchaser in the capital of Enhanced Service
              Providers, LLC (the "ESP Shares") to the Seller.
      
     SECTION 3.         LIABILITIES
     
     3.1     Liabilities To Be Assumed. Purchaser agrees to
     deliver to Seller at the Closing an assumption document
     (the "Assumption Document") in the form set forth in
     Exhibit 3.1 attached hereto pursuant to which Purchaser
     assumes Seller's obligations to perform those
     obligations of Seller under the Contracts which by their
     terms are to be performed after the Closing Date;
     provided that Purchaser shall retain the right to elect,
     during the sixty (60) day period following the Closing,
     to reject the assignment of any Contract;
     
     3.2     Liabilities Not Assumed. Except as Purchaser
     shall specifically otherwise agree in writing, Seller
     shall retain full and sole responsibility for all
     obligations and liabilities with respect to the
     development, marketing, distribution, licensing and sale
     of the Americom Products except for those liabilities
     specifically assumed in the Assumption Document,
     including without limitation:
     
                                   (a)     any
                                   liability in
                                   respect of or
                                   arising out of any
                                   of the Americom
                                   Products which were
                                   licensed or sold
                                   prior to Closing;
     
                                   (b)     any
                                   liability for
                                   failure of the
                                   Americom Products
                                   to perform
                                   according to
                                   specification or as
                                   intended prior to
                                   the Closing Date;
     
                                   (c)     any
                                   liability or
                                   obligations
                                   involving the
                                   payment of any
                                   taxes arising out
                                   of or relating to
                                   the operation of
                                   the Americom
                                   Products Business
                                   by the Seller prior
                                   to the Closing;
     
                                   (d)     any
                                   liability or
                                   responsibility with
                                   respect to claims
                                   for credit by third
                                   parties with
                                   respect to Products
                                   licensed or sold
                                   prior to the
                                   Closing; and
     
                                   (e)     any
                                   liability or
                                   obligation to any
                                   third parties not
                                   expressly assumed
                                   in the Assumption 
                                   Document.
     
     SECTION 4.         REPRESENTATIONS AND WARRANTIES OF SELLER
     
     Seller represents and warrants to Purchaser as follows:
     
              3.1     Corporate Status. Seller is a
              corporation duly organized, validly existing
              and in good standing under the laws of Turks
              and Caicos, and is duly qualified to transact
              business as a foreign corporation in such other
              jurisdictions in which its ownership of the its
              assets or its operation of the Americom
              Products Business requires it to be so
              qualified. Seller has all requisite corporate
              power and authority to own or lease and operate
              the assets owned or used by it and carry on the
              Americom Products Business as presently being
              conducted by it and to execute, deliver and
              perform this Agreement and all other
              agreements, certificates and other documents
              being delivered by it at or prior to the
              Closing in connection with transactions
              contemplated hereby, and to consummate the
              transactions contemplated hereby.
     
              3.2     Authority. The execution and delivery
              of this Agreement, the consummation of the
              transactions provided for herein, and the
              execution and delivery of all other agreements,
              instruments and documents to be delivered
              hereunder have been duly authorized by all
              necessary action on the part of Seller, and
              this Agreement, and all other agreements,
              instruments and documents to be delivered by
              Seller hereunder constitute and will constitute
              valid and legally binding obligations of Seller
              enforceable against Seller in accordance with
              their terms subject to general principles of
              equity and except to the extent enforceability
              may be limited by bankruptcy, insolvency,
              moratorium or other similar laws affecting the
              enforcement of creditors' rights generally.
     
              3.3     No Conflict With Other Agreements. The
              execution, delivery and performance of this
              Agreement and any other agreements, instruments
              and documents to be delivered hereunder by
              Seller and the consummation of the transactions
              contemplated by this Agreement will not (a)
              result in the breach of any term or provision
              of the charter or by-laws of Seller, or (b)
              constitute a default under or result in
              violation of any existing indenture, contract,
              agreement, or other instrument to which such
              Seller is a party or by which it or any of its
              property is bound or any applicable law,
              statute, decree, order, rule, or regulation of
              any court, regulatory body or administrative
              agency that is binding on Seller.
     
              3.4     Title to Technology. Seller has good
              title to all the Technology free and clear of
              all liens, claims, security interests and
              encumbrances (except liens for taxes not yet
              due and payable).
     
     
              3.5     Condition of Technology. The Technology
              is free from defects in design and operation
              (except such minor: defects as do not interfere
              with the continued use thereof in the conduct
              of normal operations). Without limiting the
              generality of the foregoing, the Americom
              Software fully supports each of the Americom
              Products and each capability of the Americom
              Products free of major defects that interfere
              with the continued operation of the Americom 
              Products.
     
              3.6     Contracts. The Contracts constitute all
              agreements, contracts and commitments to which
              Seller is a party or by which it is bound and
              which relate to any licensing, sales, marketing
              or distribution arrangement concerning the
              Americom Products Business. Seller has provided
              Purchaser with complete and accurate copies of
              all such agreements, contracts and commitments.
     
              3.7     Employment Contracts. Seller has not
              entered into and is not in any way bound to any
              contract of employment (or other arrangement
              other than employment-at-will) with any
              employee of the Seller, which contract or
              arrangement specifically provides for the
              employment of such employee in the Sellers
              Americom Products Business.
     
              3.8     Compliance with Law; Litigation. Seller
              has complied with, and is not in violation of,
              applicable Turks and Caicos, international,
              U.S. federal, state and local statutes, laws,
              rules and regulations, which the failure to
              comply with would materially affect the use of
              any of the Technology and the operation of the
              Americom Products Business or Seller's ability
              to perform its obligations hereunder or which
              the failure to comply with would have a
              material adverse effect on the reputation and
              goodwill associated with the Americom Products.
              There are no suits, actions, arbitrations, or
              legal, administrative or other proceedings, or
              governmental investigations, pending or
              threatened against Seller in which there is a
              reasonable possibility of an adverse decision
              that could adversely affect Seller's ability to
              perform its obligations hereunder or that may
              affect the Technology or the operation of the
              Americom Products Business or that would have
              an adverse effect on the reputation and
              goodwill associated with the Americom Products.
              Seller is not subject to any injunction, order
              or decree of any court or administrative agency
              that may have an adverse effect on the ability
              of Seller to perform its obligations hereunder
              or that may affect the Technology or the
              operation of the Americom Products Business.
     
              3.9     Brokerage or Finder's Fees. Seller has
              not engaged the service of any broker or finder
              in connection with the sale of the Americom
              Products Business. There is no broker, finder
              or other person who has any valid claim against
              Purchaser for a commission, finder's fee or
              brokerage fee in connection with this Agreement
              or the consummation of the transactions
              contemplated hereby by virtue of any actions
              taken by Seller.
     
              3.10    Consents and Approvals. Neither the
              execution and delivery of this Agreement by
              Seller nor compliance by Seller with any of the
              provisions hereof shall require any consent,
              approval, authorization of, or filing with or
              notification to, any governmental or regulatory 
              authority.
     
              3.11    Trademarks. The Trademarks constitute
              all of the trademarks, service marks and trade
              names utilized by Seller in connection with the
              Americom Products. Seller is the owner of all
              of the Trademarks. None of the Trademarks,
              whether or not registered, infringes on the
              trademarks of any other person, nor is there
              any pending claim of such infringement.
     
              3.12    Software. No portion of the Americom
              Software, whether expressed in source or object
              code and when or not copyrighted or
              copyrightable, requires (i) the payment of any
              royalty to any person or entity or (ii) the
              consent of any third party to the assignment
              thereof and the same is freely transferable by
              the Seller. Seller is not a party to nor the
              subject of any outstanding orders, decrees,
              judgments or stipulations which would adversely
              impact the rights of Seller or upon
              communication of this transaction, Purchaser to
              sell, use, license, market, sell and distribute
              the Americom Software, nor is Seller a party to
              or the subject of any suits, actions,
              arbitrations, claims or legal administrative or
              other proceedings, or governmental
              investigations alleging or otherwise claiming
              that the Americom Software infringes upon the
              intellectual or industrial property interests
              of any third party. The Seller is not aware of
              any infringement by any third party with
              respect to Seller's intellectual and industrial
              property rights with respect to the Americom
              Software. Except as specifically included in
              the Contracts, the Seller has not granted to
              any third party a license, whether exclusive or
              non-exclusive, with respect to the Americom
              Software. The development, marketing,
              licensing, distribution and sale of the
              Americom Products does not infringe upon or
              otherwise violate any patents, copyrights or
              other intellectual property or industrial
              property interests of any third party, nor are
              there any suits, actions, arbitrations, claims
              or legal, administrative or other proceedings,
              or governmental investigations pending or
              threatened against Seller alleging that the
              development, marketing, licensing, distribution
              and sale of the Americom Products infringes
              upon the intellectual or industrial property
              interests of any third party.
     
              3.13    Intellectual Property Interests Not in
              Tangible Form. To the best of Seller's
              knowledge, there are no designs, plans,
              research, specifications, formulae, processes,
              know-how, technology, trade secrets or other
              confidential or proprietary information or
              other data and information which (i) are
              material to the development, marketing,
              licensing, distribution or sale of the Americom
              Products or contemplated improvements,
              supplements or additions to the Americom
              Products and (ii) are not currently reduced to
              written or other tangible form (including,
              without limitation, electronic media).
     
              3.14    Necessary Technology. The Technology
              constitute all of the tangible or intangible
              assets (including designs, specifications,
              know-how, technology, trade secrets and
              marketing materials and plans) which are
              necessary or convenient to enable Purchaser,
              following the Closing, to conduct the Americom
              Products Business in the same manner and to the
              same extent as heretofore conducted by the Seller.
     
              3.15    Disclosure. No representation or
              warranty in this Section, and no statement
              contained elsewhere in this Agreement or in any
              Schedule, Exhibit, Certificate or other
              document furnished or to be furnished to
              Purchaser pursuant hereto or in connection with
              the transactions contemplated under this
              Agreement, contains or will contain any untrue
              statement of a material fact or omits or will
              omit to state a material fact or any fact
              necessary to make the statements contained
              therein not materially misleading when taken as
              a whole. To the best of Seller's knowledge,
              there is no fact which adversely affects or may
              in the future have a material adverse effect on
              the business, properties, assets, operations,
              affairs, or condition (financial or otherwise)
              of the Americom Products Business which has not
              been specifically described herein or in one of
              the Schedules to this Agreement. 
     
              3.16    Shares of Purchaser. Seller (i) has
              been provided with an opportunity to ask
              questions of and receive answers from
              Purchaser, or its representatives, concerning
              the operations, business and financial
              condition of Purchaser, and all such questions
              have been answered to Seller's full
              satisfaction and any information necessary to
              verify such responses has been made available
              to it; (ii) has received such documents,
              materials and information as Seller deems
              necessary or appropriate for evaluation of the
              Shares, and further confirms that Seller has
              fully read and understands these materials and
              has made such further investigation as Seller
              deems appropriate to obtain additional
              information to verify the accuracy of such
              materials; (iii) confirms that the Shares were
              not offered to it by means of general
              solicitation or general advertising; (iv) has
              such knowledge and experience in financial and
              business matters that it is capable of
              evaluating the merits and risks of an
              investment in the Shares; (v) is acquiring the
              Shares for its own account, for investment
              purposes only, and not with a view toward sale
              or the distribution thereof, in whole or in
              part; (vi) understands that the Shares have not
              been registered under the securities laws of
              any state or under the Securities Act of 1933,
              as amended, and are offered in reliance on
              exemptions therefrom, and that the Shares have
              not been approved or disapproved by the
              Securities and Exchange Commission or any other
              federal or state agency; and (vii) understands
              that there are restrictions on the
              transferability of the Shares and that it may
              not be possible for Seller to sell or otherwise
              transfer the Shares and accordingly, that the
              Seller may have to hold the Shares and bear the
              economic risks of the investment for an
              extended period of time. Acquisition for
              Investment.  The Shares being issued to the
              Vendor pursuant to this Agreement are being
              acquired by the Vendor in good faith solely for
              the Vendor's own account, for investment and
              not with a view toward resale or other
              distribution within the meaning of the
              Securities Act.  The Vendor further represents
              that the Shareholder has no present contract,
              undertaking, agreement or arrangement with any
              person to sell, transfer or grant participation
              to such person or to grant to any third person
              with respect to any share of Parent Corporation
              Common Stock.  The shares of Parent Corporation
              Common Stock being issued to the Shareholder
              pursuant to this Agreement will not be offered
              for sale, sold or otherwise transferred by the
              Shareholder without either registration or
              exemption from registration under the
              Securities Act.
     
              3.17    Evaluation of Merits and Risks of
              Investment.  The Seller has such knowledge and
              experience in financial and business matters
              that the Seller is capable of evaluating the
              merits and risks of the Seller's investment in
              the Shares being acquired hereunder.  The
              Shareholder further represents that the Seller:
               (i) has obtained all information available
              pursuant to any 8K's filed and all other
              documentation available from the NASD; (ii) has
              received all the information that the Seller
              has that the Seller considers necessary or
              appropriate for deciding whether to accept the
              Shares being issued to the Seller pursuant to
              this Agreement; (iii) has the ability to bear
              the economic risks of the Seller's prospective
              investment; and (iv) is able, without
              materially impairing the Seller's financial
              condition, to hold the Shares for an indefinite
              period of time and to suffer complete loss on
              the Seller's investment.  The Seller confirms
              that Purchaser has made available to the Seller
              and its representatives and agents the
              opportunity to ask questions of the officers
              and management employees of Purchaser about the
              business and financial condition of Purchaser
              as the Seller has requested.
     
              3.18    Forward Looking Information/ Risk
              Factors.  The Seller acknowledges and agrees
              that any oral or written forward-looking
              statements made by or on behalf of Purchaser in
              connection with the sale herein contemplated
              were made in the context of and shall have been
              deemed to have been accompanied by the risk
              factors set forth in Purchaser's Annual Report
              on Form 10-K for the fiscal year ended October
              31, 1997, on file with the Securities and
              Exchange Commission (the "Commission"), and
              Purchaser's Quarterly Report on Form 10-Q for
              the three months ended January 31, 1998.  The
              Seller acknowledges that actual results could
              differ materially from those projected in or
              implied by any forward-looking statement.
     
              3.19    Transfer Limitations.  The Seller
              further agrees that unless transferred in
              compliance with Rule 144 promulgated under the
              Securities Act ("Rule 144") promulgated under
              the Securities Act, prior to any proposed
              transfer of any of the shares of Purchaser,
              unless there is in effect a registration
              statement under the Securities Act covering the
              proposed transfer, the Seller shall give
              written notice to Purchaser of the Seller's
              intention to effect such transfer.  Each such
              notice shall describe the manner and
              circumstances of the proposed transfer in
              sufficient detail, and shall, if Purchaser so
              requests, shall be accompanied by either (a) a
              written opinion of legal counsel who shall be
              satisfactory to Purchaser, addressed Purchaser
              and satisfactory in form and substance to
              Purchaser's counsel, to the effect that the
              proposed transfer of Purchaser Common Stock may
              be effected without registration under the
              Securities Act, or (b) a "No Action" letter
              from the Commission to the effect that the
              transfer of such securities without
              registration will not result in a
              recommendation by the staff of the Commission
              that action be taken with respect thereto,
              whereupon the holder of such Purchaser Common
              Stock shall be entitled to transfer such shares
              of Purchaser Common Stock in accordance with
              the terms of the notice delivered by the holder
              to Purchaser.  Each certificate evidencing the
              Shares transferred as above provided shall bear
              the appropriate restrictive legend set forth in
              Section 5.3 below, except that such certificate
              shall not bear such restrictive legend if in
              the opinion of counsel for Purchaser such
              legend is not required in order to establish
              compliance with any provisions of the
              Securities Act.
     
              3.20    Rule 144 Limitations.  The Seller is
              familiar with the provisions of Rule 144, which
              in substance permits the limited public resale
              of "restricted securities" acquired, directly
              or indirectly from the issuer thereof (or from
              an affiliate of such issuer) in a non-public
              offering subject to the satisfaction of certain
              conditions.  The Seller further understands
              that in the event all of the applicable
              requirements of Rule 144 are not satisfied,
              registration under the 1933 Act or compliance
              with a registration exemption would be required
              to sell the Shares received from Purchaser
              hereunder.  With a view to making available the
              benefits of certain rules and regulations of
              the Commission, which may permit the sale to
              the public without registration of the shares
              of Purchaser being issued to the Seller
              pursuant to this Agreement, Purchaser agrees,
              for a period of two years following the Closing
              Date, to use reasonably diligent efforts to:
              
              (a)                                   
                                                    
                                 make and keep
              public information available, as those
              terms are understood and defined in
              Rule 144, at all times after the
              effective date that Acquiring
              Corporation becomes subject to the
              reporting requirements of the
              Securities Exchange Act of 1934, as
              amended (the "Exchange Act");
      
              (b)                                   
                                                    
                                 file with the
              Commission in a timely manner all
              reports and other documents required
              of Acquiring Corporation under the
              Securities Act and the Exchange Act; and
     
              (c)     so long as any of the Shareholders owns
              any shares of Parent Corporation Common Stock
              being issued pursuant to this Agreement, to
              furnish to the Shareholder forthwith upon
              request a written statement by Acquiring
              Corporation as to its compliance with the
              reporting requirements of Rule 144, a copy of
              the most recent annual or quarterly report of
              Acquiring Corporation and such other reports
              and documents of Acquiring Corporation and
              other information in the possession of or
              reasonably obtainable by Acquiring Corporation
              as the Shareholder may reasonably request in
              availing itself of any rule or regulation of
              the Commission allowing the Shareholder to sell
              any such shares of Parent Corporation Common
              Stock without registration.
     
     

     SECTION 5. 
                            REPRESENTATIONS AND WARRANTIES OF PURCHASER
     
     
     Purchaser represents and warrants to Seller as follows:
     
              4.1     Status. Purchaser is a corporation
              incorporated under the laws of the State of
              Delaware, of the United States of America duly
              organized and validly existing and in good
              standing under the said laws of the State of
              Delaware, and is duly qualified to transact
              business as a corporation in such other
              jurisdictions in which its ownership of its
              assets or its operation of a business including
              the Americom Products Business shall require it
              to be so qualified. Purchaser has all requisite
              power and authority to own or lease and operate
              or carry on the Americom Products Business as
              presently being conducted and to execute,
              deliver and perform this Agreement and all
              other agreements, certificates and other
              documents being delivered at or prior to the
              Closing in connection with the transactions
              contemplated hereby and to consummate the
              transactions contemplated hereby.
     
              4.2     Authority. The execution and delivery
              of this Agreement, the consummation of the
              transactions provided for herein, and the
              execution and delivery of all other agreements,
              instruments and documents to be delivered
              hereunder by Purchaser have been duly
              authorized by all necessary action on the part
              of Purchaser, and this Agreement, and all other
              agreements, instruments and documents to be
              delivered hereunder constitute and will
              constitute valid and legally binding
              obligations of Purchaser enforceable against
              Purchaser in accordance with their terms
              subject to general principles of equity and
              except to the extent enforceability may be
              limited by bankruptcy, insolvency, moratorium
              or other similar laws affecting the enforcement
              of creditors' rights generally.
     
              4.3     No Registration Under the Securities
              Act.  The Vendor understands that the Shares to
              be issued to the Vendor under this Agreement
              have not been and will not be registered under
              the Securities Act of 1933, as amended (the
              "Securities Act"), in reliance upon exemptions
              contained in the Securities Act or
              interpretations thereof, and cannot be offered
              for sale, sold or otherwise transferred unless
              the Shares are so registered or qualify for
              exemption from registration under the
              Securities Act.  The Vendor acknowledges and
              agrees that each certificate representing the
              Shares issued pursuant to this Agreement, and
              any shares issued or issuable in respect of any
              of the Shares upon any stock split, stock
              dividend, recapitalization, or similar event,
              shall be imprinted with a legend in
              substantially the following form (in addition
              to any legend required under applicable state
              securities laws):
              
                        THE SECURITIES REPRESENTED
              BY THIS CERTIFICATE HAVE NOT BEEN
              REGISTERED UNDER THE SECURITIES ACT OF
              1933, AS AMENDED (THE "SECURITIES
              ACT"), AND MAY NOT BE TRANSFERRED OR
              SOLD OTHER THAN (I) PURSUANT TO AN
              EFFECTIVE REGISTRATION UNDER THE
              SECURITIES ACT AND OTHER APPLICABLE
              STATE SECURITIES LAWS OR AN AVAILABLE
              EXEMPTION FROM SUCH REGISTRATION, AND
              (II) UPON RECEIPT BY THE ISSUER OF
              EVIDENCE SATISFACTORY TO IT OF
              COMPLIANCE WITH THE SECURITIES ACT AND
              OTHER APPLICABLE STATE SECURITIES
              LAWS.  THE ISSUER SHALL BE ENTITLED TO
              REQUIRE AN OPINION OF COUNSEL
              SATISFACTORY TO IT WITH RESPECT TO
              COMPLIANCE WITH THESE REQUIREMENTS.  
                        THE CERTIFICATES EVIDENCING
              THE SHARES TO BE ISSUED TO THE
              SHAREHOLDER UNDER THIS AGREEMENT SHALL
              ALSO BEAR ANY LEGEND REQUIRED BY THE
              COMMISSIONER OF CORPORATIONS OF THE
              STATE OF CALIFORNIA OR SUCH AS ARE
              REQUIRED PURSUANT TO ANY STATE, LOCAL
              OR FOREIGN LAW GOVERNING SUCH SECURITIES.
     
     SECTION 6.         OTHER AGREEMENTS AND COVENANTS
     
     6.1     Non-Competition Agreement. On the Closing Date,
     Seller and Purchaser shall enter into a non-competition
     agreement (the "Non-Competition Agreement") in the form
     attached hereto as Exhibit 6.1.
     
     6.2     Assigned Contracts. To the extent that any of
     the Contracts to be assigned hereunder are not
     assignable without the consent of another party, this
     Agreement shall not constitute an assignment or an
     attempted assignment thereof or an assumption or an
     attempted assumption thereof, if such assignment or
     attempted assignment or assumption or attempted
     assumption would constitute a breach thereof. Seller
     agrees to use reasonable efforts to obtain any necessary
     consent to assumption or assignment of the Contracts,
     and, if necessary, to fulfill all obligations
     thereunder, subject to the undertaking that Purchaser
     likewise shall fulfill its obligations.
     
     6.3     Further Assurances; Consents. From time to time
     following the Closing, without further consideration,
     each party, at its own expense, shall execute and
     deliver such documents to the other party as such other
     party may reasonably request in order more effectively
     to consummate the transactions contemplated hereby,
     including without limitation the transfer of all
     tangible or intangible assets necessary to make the
     representations contained in Section 4.14 of this
     Agreement true and correct. In the case of contracts,
     agreements, and rights that may not be transferred and
     assigned to Purchaser without the consent of a party
     whose consent has not been obtained by the Closing Date,
     Seller and Purchaser shall use their reasonable efforts
     to obtain such consents as soon as practicable
     thereafter. Without limiting the generality of the
     foregoing, Seller also covenants, at Seller's own cost
     and expense, to execute and deliver such documents and
     take such further action as Purchaser may request in
     order to enable Purchaser to file and prosecute any
     application for patent, copyright, trademark or other
     intellectual or industrial property protection with
     respect to the Technology.
     
     6.4     Litigation Cooperation. In the event that Seller
     or Purchaser shall become a party to litigation,
     arbitration or administrative proceedings not involving
     the other party hereto related to claims of patent,
     trademark or copyright infringement with respect to the
     Technology, the party not involved in such litigation,
     arbitration or administrative proceeding shall, at the
     request of the party so involved, cooperate with such
     requesting party by providing to the requesting party
     such information, records and testimony as such
     requesting party may reasonably request in the
     prosecution, defense or conduct of such litigation,
     arbitration or administrative proceeding. The requesting
     party shall reimburse the other party for all reasonable
     expenses incurred by such other party in providing such
     information, records and testimony.
     
     SECTION 7.         CONDITIONS PRECEDENT TO OBLIGATIONS
     OF PURCHASER
     
     The performance of the obligations of Purchaser under
     this Agreement is subject, at the election of Purchaser,
     to the fulfillment of each of the following conditions
     by Seller on or before the Closing:
     
     7.1     Continuation and Truth of Representations and
     Warranties. The representations and warranties of Seller
     contained in this Agreement or in any certificate or
     document delivered to Purchaser pursuant hereto shall be
     true and correct in all material respects on the date
     hereof and shall be deemed to have been made again at
     the Closing and speak as of the Closing Date and shall
     then also be true and correct in all material respects.
     
     7.2     Compliance by Seller. Seller shall have
     performed and complied in all material respects with all
     terms, covenants and conditions required by this
     Agreement to be performed or complied with by Seller on
     or before the Closing Date.
     
     7.3     Adverse Occurrences. There shall not have
     occurred any event or act, whether or not under the
     control of Seller, which in Purchaser's reasonable
     discretion has a material adverse effect on the value of
     the Technology, including but not limited to the
     discovery of any design or operational defect in the
     cancellation of key Contracts, receipt of a claim that
     the use of the Technology infringes the intellectual
     property rights of any third party or any event
     adversely affecting the goodwill associated with the 
     Trademarks.
     
     7.4     Legal Proceedings. There shall be no law, and no
     order shall have been entered and not vacated by a court
     or administrative agency of competent jurisdiction,
     which (a) enjoins, restrains, makes illegal or prohibits
     consummation of the transactions contemplated hereby or
     (b) restricts or interferes with, in any material way,
     the utilization of the Technology after the Closing, and
     there shall be no litigation pending before a court or
     administrative agency of competent jurisdiction, or
     threatened, seeking to do, or which, if successful,
     would have the effect of, any of the foregoing.
     
     7.5     Opinion of Counsel to Seller. Purchaser shall
     have been furnished with opinion of Twa, Cochrane, 
     Scatfeld & Associates, general counsel for Seller, dated
     as the Closing Date, to the effect that:
     
              (a)     Seller is a corporation duly organized,
              validly existing and in good standing under the
              laws of Turks and Caicos and is duly qualified
              to transact business as a foreign corporation
              in such other jurisdictions in which its
              ownership of the Technology or operation of its
              business, including the Americom Products
              Business, requires it to be so qualified.
              Seller has all corporate power and authority
              necessary to own or lease and operate its
              assets and to conduct the Americom Products
              Business as now being conducted by it, and has,
              all requisite corporate power and authority to
              execute, deliver and perform this Agreement and
              all other agreements, certificates and other
              documents being delivered by it at or prior to
              the Closing in connection with the transactions
              contemplated hereby, and to consummate the
              transactions contemplated hereby.
     
              (b)     The execution, delivery and performance
              of this Agreement by Seller have been duly
              authorized and approved and fully transfers
              complete and exclusive ownership of the
              Technology to Purchaser. Performance by
              Americom under this Agreement or any ancillary
              agreement or instrument, will not require any
              consent or approval, violate any order of any
              court or other agency of government or any
              contract, indenture, agreement, or other
              instrument to which Americom is a party, or by
              which Americom is bound, or be in conflict
              with, result in a breach of, or constitute
              (with due notice or lapse of time or both) a
              default under, or result in the creation or
              imposition of any material lien, charge, or
              encumbrance of any nature whatsoever upon any
              of the property or assets of Americom. Neither
              the execution and delivery, nor the performance
              of this Agreement, by Seller violates any
              provisions of the charter or the by-laws of
              Seller, any provision of any law, regulation or
              order of any judicial, administrative or
              arbitral body, or any provision of any
              contract, obligation, indenture, agreement or
              other instrument to which Seller is a party.
     
              (c)     There is no action, suit or proceeding
              at law or in equity or by or before any
              governmental instrumentality or other agency
              now pending or threatened against or affecting
              Americom which, if adversely determined, could
              reasonably be expected to have a material
              adverse effect on the ability of Americom to
              execute, deliver or perform under this
              Agreement. To our knowledge, no claims have
              been asserted against Seller by any person
              challenging the ownership or use of any of the
              Technologies by Seller or challenging or
              questioning the validity or effectiveness of
              such Technologies.
     
              (d)     Each of this Agreement and any other
              agreement or instrument delivered pursuant
              hereto by Seller has been duly executed and
              delivered by Seller and constitutes a legal,
              valid and binding obligation of Seller in
              accordance with its terms subject to general
              principles of equity, and except as the
              enforceability thereby may be limited by
              bankruptcy, insolvency or other laws affecting
              the rights of creditors, generally.
     
              (e)     Seller is the owner of all right, title
              and interest in and to the Technology, free and
              clear of all liens, claims, security interests
              and encumbrances and has full power and
              authority to transfer and license all such
              right, title and interest to Purchaser. The
              use, development, marketing, licensing,
              distribution and sale of the Technology by the
              Purchaser anywhere throughout the world, upon 
              consummation of the transactions contemplated
              herein, will not violate or otherwise infringe
              upon the contractual, intellectual or
              industrial property interests of any third party.
     
     7.6     Certificate. Purchaser shall have been furnished
     with a certificate by the President or of any duly
     authorized corporate officer of Seller, certifying, in
     such form as the Purchaser may reasonably request, as to
     the fulfillment of the conditions set forth in Sections
     7.1, 7.2, and 7.3.
     
     SECTION 8.         CLOSING
     
     The closing of the transactions contemplated by this
     Agreement (the "Closing") shall be held on the 30th day
     of April, 1999 or such other date as the parties shall
     mutually agree in writing (the "Closing Date"). The
     Closing shall occur at the offices of Twa, Cochrane,
     Skatfeld, Providenciales, Turks and Caicos, BWI or at
     such other place or date as may be fixed by mutual
     agreement of Purchaser and Seller.
     
     SECTION 9. RESPONSIBILITIES OF SELLER AT THE CLOSING
     
     At the Closing, Seller shall:
     
              (a)     Deliver to Purchaser the Bill of Sale;
          
              (b)     Deliver to Purchaser the Assignment of 
              Contracts;
          
              (c)     Deliver to Purchaser the Assignment of 
              Trademarks;
     
              (d)       Deliver to Purchaser the opinion of
              its counsel; and
     
              (e)       Deliver to Purchaser such other
              documents as are necessary or appropriate
              pursuant to this Agreement.
           
     
     SECTION    10. RESPONSIBILITIES OF PURCHASER AT THE CLOSING
     
          At the Closing, Purchaser shall:
     
              (a)     Wire transfer in accordance Exhibit 2.2
               to be received by the Seller on or before
              Closing the $100,000.00 payable on closing;
          
              (b)     Deliver the Promissory Note;
          
              (c)     Issue the Shares;
     
              (d)     Deliver the transfer documentation
              regarding the ESP Shares;
     
              (e)     Execute and deliver to Seller the
              Assumption Document;
          
              (f)     Deliver to Seller the opinion of its 
              counsel;
          
              (g)       Deliver to Seller such other
              documents as are necessary or appropriate
              pursuant to this Agreement.
     
     SECTION     11. INDEMNIFICATION
     
     11.1    Indemnification by Seller. From and after the
     Closing, Seller shall defend (with counsel reasonably
     acceptable to Purchaser), indemnify and hold Purchaser
     and its officers, managers, members, employees,
     consultants, agents and representatives wholly harmless
     from and against any and all liability, loss, cost and
     expense whatsoever (including reasonable fees of legal
     counsel) that may be incurred by Purchaser ("Purchaser
     Claim") as a result of any one or more of the following:
     
                                   (a)     Seller's
                                   failure to perform
                                   any of its
                                   agreements
                                   contained herein or
                                   in any instrument
                                   delivered in
                                   connection herewith
                                   or to pay any of
                                   its liabilities or
                                   to perform any of
                                   its obligations not
                                   expressly assumed
                                   by Purchaser 
                                   hereunder;
     
                                   (b)     The breach
                                   or inaccuracy of
                                   any of the
                                   representations or
                                   warranties made by
                                   Seller in this
                                   Agreement or in any
                                   certificate or
                                   document delivered
                                   pursuant hereto; and
     
                                   (c)     A claim by
                                   a third party which
                                   arises from an
                                   obligation or
                                   liability not
                                   expressly assumed
                                   by Purchaser
                                   hereunder,
                                   including without
                                   limitation those
                                   liabilities of
                                   Seller not
                                   expressly assumed
                                   by Purchaser as
                                   identified in
                                   Section 3.2 hereof
                                   and any taxes
                                   payable by Seller
                                   in any jurisdiction.
     
     11.2    Indemnification by Purchaser. From and after the
     Closing, Purchaser shall defend (with counsel reasonably
     acceptable to Seller), indemnify and hold Seller and its
     officers, directors, shareholders, employees,
     consultants, agents and representatives wholly harmless
     from and against any and all liability, loss, cost and
     expense whatsoever (including reasonable fees of legal
     counsel) that may be incurred by Seller ("Seller Claim")
     as a result of any one or more of the following:
     
                                   (a)     Purchaser's
                                   failure to perform
                                   any of its
                                   agreements
                                   contained herein or
                                   in any instrument
                                   delivered in
                                   connection herewith
                                   or to pay any
                                   liabilities or to
                                   perform any
                                   obligations
                                   expressly assumed
                                   or undertaken by
                                   Purchaser pursuant
                                   to the terms hereof;
     
                                   (b)     The breach
                                   or inaccuracy of
                                   any of the
                                   representations or
                                   warranties made by
                                   Purchaser in this
                                   Agreement or in any
                                   certificate or
                                   document delivered
                                   pursuant hereto; and
     
                       (c)     A claim by a third party which
                       arises from an obligation or liability
                       expressly assumed by Purchaser hereunder.
     
     11.3    Manner of Payment of Finally Determined Claims.
     The amount of any liability, loss, cost, or expense for
     which Purchaser or Seller shall be finally determined to
     have an obligation to indemnify the other pursuant to
     this Section shall be paid by the indemnifying party to
     the indemnified party no later than thirty (30) days
     after such final determination.
     
     11.4     Procedure for Obtaining Indemnification
     
           (a)     In the event that either Seller or
           Purchaser shall claim that it is entitled
           to be indemnified pursuant to the terms of
           this Section, it (the "Claiming Party")
           shall so notify the other party (the
           "Indemnifying Party") in writing of such
           claim. Such notice shall specify the basis
           of such claim and the liability, loss, cost
           or expense incurred by, or imposed upon,
           the Claiming Party on account thereof. If
           such liability, loss, cost or expense is
           liquidated in amount, the amount stated in
           such notice shall be deemed the amount of
           the claim of the Claiming Party as of the
           date of such notice, provided that the
           statement of such amount shall not prevent
           or limit the Claiming Party from making
           claims for additional liability, loss, cost
           or expense which relate to the basis of the
           claim and which are incurred after, or are
           unknown at, the time of the notice. If the
           amount is not liquidated, the notice shall
           so state and, in such event, a claim shall
           be deemed asserted against the Indemnifying
           Party on behalf of the Claiming Party, but
           no payment shall be made on account thereof
           until the amount of such claim is
           liquidated and the claim is finally 
           determined.
     
           (b)     If the Indemnifying Party shall
           not, within twenty (20) days after the
           receipt of such notice, advise the Claiming
           Party, in writing, that it denies the right
           of the Claiming Party to indemnity in
           respect to a claim, then the amount of such
           claim, at once if said claim is liquidated,
           or subsequently at such time as any
           unliquidated claim has become liquidated,
           shall be deemed to be finally determined
           between the parties hereto subject to
           additional claims.
     
           (c)     If the Indemnifying Party shall
           notify the Claiming Party that it disputes
           any claim made by the Claiming Party, then
           the parties hereto shall endeavor to settle
           and compromise said claim, or may agree to
           submit the same to arbitration. If they are
           unable to agree on any settlement or
           compromise or submission to arbitration,
           such claim for indemnification shall be
           settled by appropriate litigation, and any
           liability established by reason of such
           settlement, compromise, arbitration or
           litigation, shall be deemed to be finally
           determined and shall be paid and satisfied
           in accordance with this Section.
     
     (d)     Each party shall promptly give written notice to
     the other of any claim of a third party which may
     reasonably be expected to result in a claim by the
     Claiming Party against the other Indemnifying Party. The
     Indemnifying Party shall undertake the defense of such
     claim with counsel reasonably acceptable to the Claiming
     Party; provided, however, that the Claiming Party shall
     be entitled to participate in such defense with counsel
     selected by it and at its expense (in which case counsel
     for the Indemnifying Party and for the Claiming Party
     shall consult and cooperate at all times in defending
     against such a claim). If the Indemnifying Party (i)
     fails to give adequate written assurance to the Claiming
     Party of its willingness to undertake the defense of
     such claim or (ii) fails to undertake in a timely and
     proper manner the defense of such claim, the Claiming
     Party, upon such additional notice to the Indemnifying
     Party, shall have the exclusive right to defend,
     compromise or settle such claim in such manner as the
     Claiming Party deems appropriate. In such event, the
     Claiming Party shall remain entitled to indemnification
     by the Indemnifying Party to the fullest extent provided
     for under this Section. In no event may the Indemnifying
     Party settle, compromise or otherwise resolve any claim
     unless the terms of such settlement, compromise or
     resolution include a complete release of the Claiming
     Party of any liability with respect thereto.
     
     11.5    Right of Setoff with Regard to the Notes. Until
     such time as the Long Term Note has become due and
     payable in accordance with the terms thereof, Purchaser
     shall have the right to recover any Purchaser Claims by
     setting off, in the manner set forth in this Section,
     with respect to the principal and interest accrued and
     outstanding under such Note, the Setoff Amount as
     defined in subparagraph (c) below.
     
              (a)     Purchaser shall give written notice
              (the "Claim Notice") to Seller of any claim by
              the Purchaser for Purchaser Claims, which
              written notice shall set forth in reasonable
              detail (i) the amount of Purchaser Claims which
              the Purchaser claims to have sustained by
              reason thereof and (ii) the basis of the claim 
              therefor.
     
              (b)     For a period of thirty (30) days from
              its receipt of a Claim Notice from Purchaser
              (the "Notice of Contest Period"), Seller may
              send written notice (the "Notice of Contest")
              to Purchaser that Seller disputes the claims
              made by Purchaser in the Claim Notice. For a
              period of thirty (30) clays (the "Resolution
              Period") from receipt by Purchaser of a Notice
              of Contest by Seller, Purchaser and Seller
              shall attempt to negotiate in good faith a
              written resolution of the dispute. If, at the
              conclusion of the Resolution Period, the
              parties have been unable to negotiate such a
              resolution, each party shall set forth a
              detailed written statement of such party's
              position (the "Arbitration Submission") with
              respect to such dispute including a statement
              of those amounts in dispute which such party
              believes to constitute Purchaser Claims and the
              statements thus prepared shall be submitted to
              arbitration by the American Arbitration
              Association sited in San Luis Obispo,
              California. In such case, the arbitrator, in
              its decision, shall determine which party is
              the prevailing party, and the non-prevailing
              party, upon such decision, shall immediately
              reimburse the prevailing party for all costs,
              expenses and fees (including attorneys' fees)
              incurred by the prevailing party in connection
              with such arbitration.
     
              (c)     For purposes hereof, the Setoff Amount
              shall be determined as follows:
     
                                (i)     In the event that
                                Seller does not send a Notice
                                of Contest within the Notice
                                of Consent Period, then the
                                Setoff Amount shall be that
                                amount claimed by Purchaser
                                as Purchaser Claims in the
                                Claim Notice;
                       
                                (ii)    In the event that
                                Seller does send a Notice of
                                Contest and the dispute is
                                subsequently resolved by
                                negotiation, then the Setoff
                                Amount shall be that amount
                                upon which the parties agree
                                in writing;
                       
                                (iii)   In the event that
                                Seller does send a Notice of
                                Contest and the dispute is
                                subsequently resolved by
                                resort to arbitration as
                                provided herein, then the
                                Setoff Amount shall be that
                                amount set forth in the
                                arbitrator's decision as
                                constituting Purchaser Claims.
     
     11.6    Escrow on Maturity of Long Term Note. In the
     event that, at such time as all principal and interest
     becomes due and payable under the terms of the Long Term
     Note, Purchaser has submitted one or more Purchaser
     Claims with respect to which the Setoff Amount has not
     yet been determined or has been determined but is not
     yet paid, then Purchaser shall withhold from its payment
     to Seller of all such principal and interest an amount
     (the "Withheld Amount") equal to the aggregate Purchaser
     Claims claimed by Purchaser. Purchaser shall immediately
     deposit the Withheld Amount with Fleet National Bank to
     earn interest and from which distributions of the
     Withheld Amount shall be made in accordance with the
     terms of the resolution of the Purchaser Claims. All
     amounts due under the Long Term Note in excess of the
     Withheld Amount shall be paid immediately to Seller.
     
     SECTION     12. SURVIVAL OF REPRESENTATIONS AND
     WARRANTIES AND INDEMNIFICATION
     
     The representations, warranties and covenants set forth
     in this Agreement or in any Exhibit, Schedule,
     certificate or other document or instrument delivered
     pursuant to this Agreement, and the indemnification
     provisions contained in this Agreement, shall survive
     the Closing. The conduct by the Purchaser of due
     diligence or other investigations of the Americom
     Products Business, whether before or after the Closing,
     and the information learned as a result of such
     investigations, shall not in any way constitute a waiver
     by Purchaser of the representations, warranties,
     covenants and indemnification obligations of Seller set
     forth in this Agreement or otherwise limit Purchaser's
     ability to enforce any of the same.
     
     SECTION  13.   MISCELLANEOUS
     
     13.1    Access to Books and Records; Cooperation in
     Litigation. After the Closing, each party shall furnish
     to the other party such reports as are required for the
     requesting party to discharge its obligations. Each
     party shall also permit the other party to have
     reasonable access to the books, records and files
     relating to the Americom Products Business for any
     reasonable purpose of the other party, such as for use
     in litigation or in tax compliance matters. Each party
     shall also reasonably cooperate with the other party in
     the requesting party's prosecution or defense of any
     litigation or other proceeding arising from the
     requesting party's utilization of the Technology.
     
     13.2    Binding Effect; Assignment. This Agreement shall
     be binding upon, inure to the benefit of, and be
     enforceable by the successors and permitted assigns of
     the parties hereto. In this regard, Purchaser shall be
     free to assign its rights under this Agreement to any
     other party.
     
     13.3    Notices. All notices or other communications
     required or permitted to be given hereunder shall become
     effective when delivered by hand or received by telegram
     or registered first-class mail, postage prepaid and
     addressed to the intended recipient at the address
     indicated below. Any party may at any time and from time
     to time change its address by a notice given to the
     other party in the manner set forth in this Section.
     
           (a)     If to Seller:
     
     Americom Ltd.
     c/o Twa, Cochrane, Scatfeld & Associates Chancery Court,
     P.O. Box 209
     Providenciales, Turks & Caicos Islands, BWI
     Attention: Bruce R. Twa,
     Telephone: 649-946-4261 Fax: 649-946-4410
     e-mail- twa@tciway.tc
     
           (b)     If to Purchaser:
     
     Americom U.S.A., Inc.
     Schwarz Gillen, 2040 Yonge Street
     Suite 220, Toronto, Ontario M4S 1Z9
     Telephone: 416-486-2040 Fax: 416-486-3325
     e-mail   schwarzgillen sprint.ca
     
     13.4    Waivers. No action taken pursuant to this
     Agreement, including any investigation by or on behalf
     of any party hereto, shall be deemed to constitute a
     waiver by the party taking such action, of compliance
     with any representation, warranty, covenant or agreement
     contained herein. The waiver by any party hereto of any
     condition or of a breach of any provision of this
     Agreement shall not operate or be construed as a waiver
     of any other condition or other breach. The waiver by
     any party of any of the conditions precedent to its
     obligations under this Agreement shall not preclude it
     from seeking redress for breach of this Agreement other
     than with respect to the condition so waived.
     
     13.5    Counterparts. This Agreement may be executed
     simultaneously in two or more counterparts, each of
     which shall be deemed an original, but all of which
     together shall constitute and be the same instrument.
     This Agreement shall become effective when at least one
     counterpart has been executed by each party hereto
     notwithstanding the fact that not all of the parties
     hereto have executed the same copy of the Agreement.
     This Agreement may be delivered by any party hereto by
     facsimile transmission of the signature page of this
     Agreement executed on behalf of such party. The
     foregoing provisions shall apply to each of the
     instruments and agreements to be executed and delivered
     by the parties at the Closing.
     
     13.6 Exhibits and Schedules. The following Exhibits and
     Schedules are attached hereto and are hereby
     incorporated herein and made a part hereof:
     
     
                       EXHIBIT          DESCRIPTION
     
                       1.4(A)            BILL OF SALE
                       1.4(B)            ASSIGNMENT OF CONTRACTS
                       1.4(C)            ASSIGNMENT OF  TRADEMARKS
                       1.4(D)            LICENSE
                       2.2               WIRE TRANSFER  INSTRUCTIONS
                       2.3               PROMISSORY NOTE
                       3.1               ASSUMPTION DOCUMENT
                       6.1               NON-COMPETITION  AGREEMENT
     
     
     13.7    Bulk Transfers. The parties hereto waive
     compliance with the requirements of the bulk sales law
     of any jurisdiction in connection with the sale of the
     Technology to Purchaser hereunder. Seller shall
     indemnify and hold harmless Purchaser against all losses
     which may be incurred by Purchaser as a result of
     noncompliance with any such Bulk Sales Laws.
     
     13.8    Governing Law. The validity, performance and
     enforcement of this Agreement, shall be governed by the
     laws of California without giving effect to the
     principles of conflicts of law thereof.
     
     13.9    Separability. Any term or provision of this
     Agreement which is invalid or unenforceable shall be
     ineffective to the extent of such invalidity or
     unenforceability without rendering invalid or
     unenforceable the remaining terms and provisions of this 
     Agreement.
     
     13.10   Headings. The headings and subheadings hereof
     are inserted for convenience of reference only and shall
     not affect the interpretation of this Agreement.
     
           13.11  Attorneys' Fees. The Seller shall
           pay the cost of any and all legal fees
           incurred by both Seller and Purchaser in
           connection with this transaction. In the
           event any dispute or controversy arises
           with respect to this Agreement, the
           prevailing party shall be entitled to
           recover its actual costs and attorneys fees
           from the other party, whether such dispute
           or controversy is resolved by arbitral,
           judicial or administrative order,
           settlement or appeal.
     
     13.12   Amendment. This Agreement may be amended only in
     writing, signed by both parties hereto.
     
     13.13   Entire Agreement. This Agreement, including the
     Exhibits and Schedules attached hereto, merges all prior
     negotiations between the parties and embodies the entire
     agreement of the parties with respect to the subject
     matter hereof and no party hereto shall be bound by any
     condition, definition, warranty or representation other
     than expressly provided for in this Agreement (including
     the Exhibits and Schedules attached hereto) as the same
     shall apply to such party.
     
     13.14   No Rights of Third Parties. The parties hereto
     specifically intend and agree that nothing contained
     herein shall be construed as in any way granting or
     otherwise according any rights to any person or entity
     not a party to this Agreement.
     
     IN WITNESS WHEREOF, the parties hereto have duly
     executed this Agreement, under seal, by their duly
     authorized officers as of the date first set forth above.
     
     AMERICOM LTD.
     
     
     By:                        
     Name:
     Title:
     
     
     
     AMERICOM USA, INC.
     
     By:
     Name:
     Title: