SHARE PURCHASE AGREEMENT

THIS AGREEMENT dated for reference May 1, 1997

BETWEEN:

                  PENSBREIGH HOLDINGS LTD., Chancery House, High Street,
                  Bridgetown, Barbados, West Indies

                  (the "Seller")

AND:

                  PROMAX COMMUNICATIONS INC., 1200 - 1185 West Georgia
                  Street, Vancouver, British Columbia, V6E-4E6

                  (the "Buyer")


WITNESSES THAT WHEREAS:

(A) As of the reference date of this  Agreement,  the Seller controls all of the
300 issued and  outstanding  common  shares  (the  "Shares")  in the  capital of
Servicios de Telecomunicaciones S.A. ("SETESA");

(B) SETESA has obtained a concession  from the Bolivian  Government,  permitting
SETESA to install and operate a remote pager service throughout Bolivia; and

(C) The Seller has  represented to the Buyer that it is duly  authorized to sell
the  Shares  and has agreed to sell to the Buyer and the Buyer has agreed to buy
from the Seller all of the Shares upon and  subject to the terms and  conditions
set out in this Agreement;

NOW  THEREFORE  in  consideration  of the payment of $20,000 by the Buyer to the
Seller  (the  receipt  and  sufficiency  of  which  is   acknowledged)   and  in
consideration  of the covenants and  agreements  herein  contained,  the parties
hereto covenant and agree as follows:

                                                      PART 1

                                          DEFINITIONS AND INTERPRETATIONS

Definitions

1.1 In this Agreement, the following terms shall have the meanings set out below
unless the  context  clearly  requires  otherwise:  (a)  "Agreement"  means this
Agreement,  including  the  Schedules  attached  to this  Agreement;  

<PAGE> 
(b)
"Business"  means the remote pager service business carried in Bolivia by SETESA
under authority of the Concession (as that term is defined below);  (c) "Closing
Date" means the day of  execution  of this  Agreement,  or such other date as is
agreed in writing  among the Seller and the Buyer;  (d)  "Concession"  means the
Concession Contract for the Operation of a Public Telecommunications Network and
for the Rendering of a Beeper  Mobile  Service,  dated  July 24, 1996,  between
SETESA and the  Superintendencia  (as that term is defined  below) and  attached
hereto as Schedule 1, which  permits  SETESA to operate a remote  pager  service
throughout  Bolivia using the UHF  frequencies of 931.4375 Mhz and 931.9375 Mhz;
(e) "Encumbrances" means any mortgage, charge, pledge,  hypothecation,  security
interest, lien, encroachment,  covenant,  condition,  right of re-entry,  lease,
licence, assignment, option or claim or any other encumbrance or title defect of
whatsoever  nature or kind  regardless  of form,  whether or not  registered  or
registerable  and  whether or not  consensual  or arising at law  (statutory  or
otherwise),  including  rights  of  creditors  under  bankruptcy  or  insolvency
legislation; (f) "Financial Statements" means those audited financial statements
of SETESA dated December 31, 1996 and the interim unaudited financial statements
of  SETESA  dated  March 31,  1997, and  attached  hereto  as  Schedule  2; (g)
"Liabilities" means those liabilities set out in the Financial  Statements;  (h)
"Parties"  means the  parties to this  Agreement  as set out above;  (i) "Promax
Shares"  means the  390,000  post-consolidation  Class "A" common  shares of the
Buyer;  (j) "Promax  Trustee" means the party  described in Section 3.5 hereof
 who will
hold in trust the Promax Shares under the terms and  conditions  set out herein;
(k) "Purchase  Price" means $150,000  (USD) and the Promax Shares;  (l) "SETESA"
means Servicios de Telecomunicaciones S.A.; (m) "Shares" means all of the shares
in  the  capital  of  SETESA  more  particularly   described  herein;   and  (n)
"Superintendencia"  means the Superintendencia de Telecomunicaciones of Bolivia.

Interpretation 1.2 In this Agreement,  except as otherwise  expressly  provided:

<PAGE>

(a) a reference to a designated Part, paragraph,  sub-paragraph or Schedule is a
reference to the designated Part,  paragraph,  sub-paragraph or Schedule of this
Agreement; (b) the words "herein", "hereof', "hereunder" and other similar words
refer to this  Agreement as a whole and not to any particular  Part,  paragraph,
subparagraph or Schedule;  (c) the headings are for convenience  only and do not
form a part of this  Agreement  and are not intended to  interpret,  define,  or
limit the scope, extent or intent of this Agreement or any provision hereof; (d)
words  importing the masculine  gender include the feminine or neuter,  words in
the singular  include the plural,  words  importing a corporate  entity  include
individuals,  and vice versa;  (e) any accounting term not otherwise  defined in
this  Agreement  has the meaning  assigned to it in  accordance  with  generally
accepted accounting  principles  applicable in Bolivia;  (f) any monetary amount
referred to in this  Agreement is in United States  funds;  (g) any term defined
within the text of this Agreement has the meaning given to that term in the text
of the Agreement;  (h) where  applicable,  the Spanish versions of the Schedules
attached  hereto are the  authoritative  versions  of those  Schedules,  and the
English  translations  of the Spanish  versions of certain  Schedules  have been
prepared  and attached for  convenience  only;  and (i) a reference to a notice,
approval,   authorization   or  consent  means  a  written   notice,   approval,
authorization or consent. Schedules 1.3 The following Schedules are incorporated
into and form an integral part of this Agreement:

              SCHEDULE             DESCRIPTION

                  1        Concession Agreement
                  2        Audited Financial Statements as of December 31, 1996
                            and unaudited
                         Interim Financial Statements as of March 31, 1997
                  3                Intellectual Property
<PAGE>


                                                      PART 2

                                                 PURCHASE AND SALE

Purchase and Sale

2.1 Subject to the terms and conditions  hereof,  the Seller hereby sells to the
Buyer and the Buyer  hereby  purchases  from the  Seller  the Shares for a total
purchase  price of $150,000  (USD) plus the allotment and issuance as fully paid
and  non-assessable  Promax Shares (the "Purchase  Price").  Payment of Purchase
Price 2.2 The Buyer has paid and the Seller has acknowledged  receipt of $20,000
(USD) of the  Purchase  Price  which,  notwithstanding  anything to the contrary
herein the parties agree is non-refundable,  and the Buyer will pay the Purchase
Price to the Seller on the following basis: (a) on execution hereof, (i) $30,000
(USD),  (ii) the Promax  Shares,  350,000 of the Promax Shares  legended as non-
transferable for two years from the Closing Date and 40,000 of the Promax Shares
legended as non-transferable for one year from the Closing Date will be allotted
and issued to the Seller which will be placed in escrow with the Promax  Trustee
pursuant  to the terms  and  conditions  set forth in Part 3, (b) 60 days  after
execution  hereof,  $50,000  (USD);  and (c) 90  days  after  execution  hereof,
$50,000(USD).  Closing  Deliveries  2.3 On  execution  hereof the Seller  shall
deliver to the Buyer or its Bolivian legal counsel the  following:  (a) a letter
of direction to Ossio Abogados providing irrevocable instructions to release the
certificates  representing  the Shares to Buyer's Bolivian counsel together with
share  transfer  deeds  that,  upon  receipt of the  Superintendencia's  consent
described in Section 4.1 hereof,  will cause the Shares to be  transferred to
 the Buyer
and provide the Buyer  certificates  representing  the Shares duly registered in
the name of the Buyer, except for one share which will be registered in the name
of Mario Bonino, in trust; and (b) within 45 days after execution hereof, to the
Buyer, a legal opinion of licensed  Bolivian legal counsel  confirming that: (i)
the Shares have been duly issued, validly transferred to the Buyer and represent
the   only   outstanding   shares   in  the   capital   of   SETESA;  

<PAGE>

 (ii)  the Superintendencia's consent described in Section 4.1 hereof has
 been obtained;

(iii)  that the  Buyer's  representatives  (described  in Section13.1)have been 
duly appointed as  directors of SETESA and  constitute a majority of the board 
of its directors; and
(iv) legal  counsel has  examined the  corporate  records of SETESA and confirms
that SETESA is in compliance with the terms and warranties of this Agreement.

                                                      PART 3

                                                      ESCROW

Promax Trustee
3.1 The  parties  agree that the Buyer will cause to be placed in trust with the
law firm of Godinho,  Sinclair  (the "Promax  Trustee")  the Promax Shares to be
held by the Promax  Trustee until the Buyer has received the  Superintendencia's
consent described in Section 4.1 hereof, and the Shares and the opinion referred
to in Section 2.3(b).  The Promax Trustee shall provide written  confirmation on
execution  hereof that it is in possession of the Promax Shares and that it will
deal with them in accordance with the terms of this Agreement.  Delivery/Dispute
Notice 3.2 On delivery of all Shares  registered in the Buyer's  name,  together
with  the  opinion  referred  to in  Section  2.3(b)  and  the  consent  of  the
Superintendencia's  described in Section 4.1, the Promax Trustee shall thereupon
deliver  the Promax  Shares to the  Seller  and the Shares to the Buyer.  If the
Shares are not delivered to the Buyer as  contemplated  herein together with the
opinion free of any conditions within one year of the Promax Shares being placed
in escrow with the Promax  Trustee,  then the Promax Trustee may either continue
to hold the Promax  Shares or pay the Promax  Shares  into a Court of  competent
jurisdiction  pending a judicial  outcome of any  dispute  between the Buyer and
Seller.  Seller May Vote Shares 3.3 Notwithstanding  that the Promax Shares have
been placed in escrow with the Promax Trustee pending  delivery of the Shares by
the Seller,  the Seller  shall be entitled to all voting  rights with respect to
such Promax Shares.

<PAGE>

                                                      PART 4

                                          CONSENT OF THE SUPERINTENDENCIA

Seller to Obtain Consent

4.1 The  Seller  will  use  its  best  efforts  to  obtain  the  consent  of the
Superintendencia  to the  sale of the  Shares  to the  Buyer  immediately  after
execution  hereof.  If the Seller has been  unable to obtain the  consent of the
Superintendencia  within 45 days of the date of execution hereof, this Agreement
may be terminated at the Buyer's option,  all obligations of the Buyer hereunder
will end, and any  payments  made by the Buyer,  other than the initial  $20,000
payment, will be returned to the Buyer and the Shares and transfer deeds will be
returned to the Seller.

                                                      PART 5

                                                      CLOSING

Closing
5.1 The closing of the  transactions  contemplated  hereunder  will occur at the
Buyer's  office noted on page one and will be deemed to have been completed upon
the execution  hereof by both  parties,  the payment by the Buyer of the initial
$30,000 to the Seller referred to in Section 2.1 and the provision by the Seller
to the Buyer of the written  direction and the Promax  Trustee's  letter
referred to in Section 2.3 and Section 3.1  respectively.  Receipt 
Acknowledged 5.2 The Seller acknowledges  delivery  and receipt of the initial
$20,000 paid by the Buyer to the Seller as well as the $30,000 paid on
execution of this  Agreement pursuant to Section  2.2(a) as of the date hereof.
Due  Diligence  5.3 The Buyer hereby acknowledges that it has completed to its
satisfaction a due diligence review of SETESA.

                                                      PART 6

                                      SELLER'S REPRESENTATIONS AND WARRANTIES
<PAGE>

The Seller represents and warrants to the Buyer as follows and acknowledges that
the Buyer is  relying on the  representations  and  warranties  of the Seller in
entering into this Agreement and completing the purchase of the Shares:
Share Capital

6.1 (a) Share Capital - The authorized share capital of SETESA consists of 1,000
common  shares,  of which 300  shares  have been  duly and  validly  authorized,
allotted and issued as outstanding and fully-paid and non-assessable shares; (b)
Title to Shares - The Seller has all requisite  authority to sell the Shares and
is the beneficial  owner of all of the Shares,  with good and  marketable  title
thereto,  free and clear of all liens,  charges and Encumbrances;  (c) Rights to
Acquire  Securities - No person has any  agreement,  option,  right or privilege
(whether by law, pre-emptive or contractual),  present or future,  contingent or
absolute, or capable of becoming an agreement,  option, right or privilege:  (i)
to require  SETESA to issue or allot any  further  shares in its  capital or any
other  security  convertible  or  exchangeable  into shares in its capital or to
convert or exchange any securities into or for shares in the capital of SETESA;
                
(ii) to require  SETESA to  purchase,  redeem or  otherwise  acquire  any of the
issued and  outstanding  Shares in  SETESA's  capital;  or (iii) to  purchase or
otherwise  acquire any Shares in the capital of SETESA;  and (d) No  Commissions
Payable - there are and will be no  commissions  payable by the Seller or SETESA
to any person as a result of the  completion  of the  transactions  contemplated
under this Agreement.  Corporate Status and Authority 6.2 (a) Corporate Status -
SETESA is duly  incorporated,  validly  existing and in good standing  under the
laws in force in Bolivia;  (b)  Corporate  Authority - SETESA has all  requisite
power, authority and capacity to carry on the Business as presently conducted by
it and to own and use its assets;  (c) Business  Activities - SETESA  carries on
business in Bolivia,  does not carry on any  business in any other  jurisdiction
and does not carry on any business  other than the Business;  (d)  Amendments to
Memorandum or Articles - SETESA has not made any  amendments  to its  constating
documents  other than those that have been filed with the  appropriate  Bolivian
authorities as of the reference date of this  Agreement; 

<PAGE>

 (e) No  Subsidiaries -
SETESA has no  subsidiaries  and does not own any shares,  and is not a party to
any agreements of any nature to acquire any shares, in any other corporations or
entities  and is not a party to any  agreements  to  acquire  or lease any other
business  operations;  and (f)  Corporate  Records - The  corporate  records and
minute books of SETESA reflect, in all material respects, all proceedings of the
directors and shareholders of SETESA, and include minutes of all meetings of its
directors   and   shareholders,   resolutions   passed  by  the   directors  and
shareholders,  and  up-to-date and accurate  shareholder,  director and transfer
registers.

Assets

6.3 (a)  Ownership - SETESA has good and  marketable  title to all of its assets
free and clear of all  Encumbrances  other than the  Liabilities;  (b) Equipment
Leases - As of the reference date of this Agreement SETESA has no leased assets;
(c)  Condition  of  Assets  -  SETESA  does  not own any  tangible  assets;  (d)
Intellectual  Property  - All of  the  intellectual  property  owned  by  SETESA
including,  without limitation, all trade-marks,  trade-names and copyrights, is
set forth in Schedule 3 to this Agreement (the "Intellectual Property").  Except
as set out in Schedule 3, SETESA is not the registered  owner or registered user
of any other trade-marks or trade-names.  To the best of the Seller'  knowledge,
the  Business  does not  infringe  upon  the  trademarks,  trade-names  or other
intellectual  property of any other person,  firm or corporation  and SETESA has
the full right and authority to utilize the Intellectual  Property used by it in
the conduct of the Business;  (e) Real  Property - As of the  reference  date of
this Agreement SETESA owns no real property; and (f) Leased Premises - As of the
reference  date of this  Agreement  SETESA  leases  no  premises  or other  real
property.

Business Operations

6.4      (a)      Business - The sole business of SETESA is the Business;

(b)  Operating  Authorities  - SETESA  has  acquired  and  currently  holds  the
Concession  and all other  necessary and required  permits,  licenses  consents,
authorizations, approvals, certificates or other similar documents granted by or
entered into with any  governmental  or regulatory  authority in connection with
SETESA's  assets  or  the  carrying  on  of  the  Business  (collectively,   the
"Permits").  Each Permit is in full force and effect and there are no  unwritten
agreements or arrangements  relating to the Permits.  SETESA's  interests in the
Permits  are free and  clear of all  Encumbrances  other  than the  Liabilities.
SETESA has not previously  assigned the Permits or its interests in the Permits.
SETESA  is not in  breach  of any of the  terms of the  Permits  and no event or
condition has occurred which could give rise to the  cancellation or termination
of any of the Permits or the  inability  of SETESA to exercise any of its rights
under the Permits; 
<PAGE>


(c) Compliance with Laws - SETESA is conducting the Business
in compliance with the terms of the Concession and all other applicable laws and
regulations and is not in default of any such laws or  regulations.  To the best
of the Seller' knowledge,  after due enquiry, there are no work or other similar
orders issued by any Bolivia governmental authority that are outstanding against
SETESA;  and (d)  Material  Contracts - SETESA is not a party to or bound by any
material agreement or material  commitment of any kind with any person,  firm or
corporation other than the Concession. SETESA has not entered into any contract,
commitment or agreement,  whether written or oral, which could materially impair
the value of the Business or assets or the transactions  contemplated under this
Agreement.

Financial Matters

6.5 (a) Books and Records - The books and records of SETESA fairly and correctly
set out and disclose in all material  respects the financial  position of SETESA
and contain an accurate  recording of all financial  transactions of SETESA; (b)
Financial  Statements - The Financial  Statements  have been prepared on a basis
consistent with previous  financial  statements of SETESA and present fairly, in
all material respects,  the financial position of SETESA as at 31 December 1996;
(c) No Material Change - Since 31 December 1996 until the reference date of this
Agreement,  there  has been no  change  in the  operations,  affairs,  assets or
liabilities  of SETESA  which has  materially  adversely  affected or which will
materially  adversely  affect  SETESA,  except for general  economic  conditions
affecting the industry in which SETESA operates; (d) Liabilities - SETESA has no
liabilities  (direct,   indirect,   contingent  or  otherwise)  other  than  the
Liabilities;  (e) Loans and Credit Facilities - As of the reference date of this
Agreement,  SETESA  does not  have any  loans  (to or from any  shareholders  or
otherwise),  operating lines of credit or other credit  facilities or any bonds,
debentures,  mortgages,  notes or other similar indebtedness  outstanding except
for those included as part of the  Liabilities.  SETESA is not obliged to create
or issue any bonds, debentures,  mortgages, notes or other similar indebtedness;
(f)  Receivables  - As of the  reference  date of this  Agreement  SETESA has no
accounts receivable;  (g)  Guarantees/Indemnities - SETESA has not guaranteed or
indemnified (or agreed to guarantee or indemnify) or entered into any other like
commitment in respect of any debt,  liability or other obligation of any person;
(h) Insurance  Policies - As of the reference date of this Agreement  SETESA has
no insurance  policies relating to any of its assets; 

<PAGE>

(i) Taxes, Tax Returns and
Other Reports - All tax returns and other  reports of SETESA  required by law to
be filed prior to the reference  date of this Agreement have been filed with the
appropriate  authorities  and are true,  complete and correct in every  material
respect.  All applicable income and other taxes,  levies,  assessments and other
governmental charges (collectively,  the "Taxes") relating to the Shares and the
Business  required to be paid prior to the time of closing on the  Closing  Date
have been, or will be, paid in full and SETESA has no  liability,  contingent or
otherwise,  for any Taxes  except  Taxes not yet due and payable for the current
fiscal  year of SETESA;  (j)  Adverse  Tax  Proceedings  - There are no actions,
suits,  proceedings,  investigations  or  claims by any  governmental  authority
pending   or   threatened   against   SETESA   relating   to   Taxes;   and  (k)
Deductions/Remittances  - SETESA has withheld and remitted all amounts  required
to be withheld  and remitted by it and it has paid such  amounts  including  any
penalties or interest due to the  appropriate  authorities on a timely basis and
in the form required by such authorities.

Employee Matters

6.6 (a) No Employees - As of the date of this Agreement SETESA has no employees.
SETESA  is not  party to any oral or  written  consulting  contract,  management
contract,  labour services  contract,  collective  agreement,  union contract or
other similar agreement for the services of a particular  individual or group of
individuals; and (b) Employee Claims - From the start of operations of SETESA on
22 July 1992 until the reference date of this Agreement,  no person has made any
private claim against  SETESA for wrongful  dismissal,  nor are any persons owed
any compensation by SETESA under the employment laws of Bolivia.

Litigation and Claims

6.7 (a) Judgments - There are no outstanding judgments, decrees, orders, rulings
or  injunctions by or against or otherwise  involving the Shares,  SETESA or the
assets  of  SETESA;  (b)  Litigation  - There  are no  claims,  actions,  suits,
litigation,  legal proceedings,  arbitration  proceedings,  or administrative or
governmental  proceedings  pending,  or to the  best  of the  Seller'  knowledge
threatened,  against the Shares,  SETESA,  the assets of SETESA or the  Business
before or by any governmental agency, domestic or foreign; and (c) No Bankruptcy
or Dissolution - No actions have been taken or authorized by SETESA,  the Seller
or any  other  person to  initiate  any  proceedings  for or in  respect  of the
bankruptcy, insolvency, liquidation, dissolution or winding-up of SETESA.

<PAGE>

Effect of this Transaction

6.8 (a) No  Adverse  Implications  - Subject  to  receiving  the  consent of the
Superintendencia  for the sale of the Shares to the Buyer as required under Part
5,  the  making  of  this  Agreement  and  the  completion  of the  transactions
contemplated  hereunder and the  performance  of and  compliance  with the terms
hereof  does not and will  not:  (i)  conflict  with or result in a breach of or
violate any of the terms,  conditions or provisions of the constating  documents
of SETESA;  (ii)  conflict  with or result in a breach of or violate  any of the
terms, conditions or provisions of any law, judgment, order, injunction, decree,
regulation  or  ruling  of any  court or  governmental  authority,  domestic  or
foreign, to which either of SETESA or any of the Seller is subject or constitute
or result in a default  under any  contract  to which  SETESA or the Seller is a
party;  (iii)  give  to any  person  any  remedy,  cause  of  action,  right  of
termination,  cancellation or acceleration,  right to or to enforce security, or
suspension  or reduction  of benefits  under any contract or give any person the
right to accelerate the maturity for the payment by SETESA of any amount payable
by it; (iv) give to the Bolivian Government or governmental  authority including
any governmental department,  commission, bureau, board or administrative agency
any right of termination,  cancellation or suspension of, or constitute a breach
of or result in a default or  reduction of benefits  under any permit,  license,
consent, authorization,  approval, privilege or other concession held by SETESA;
or (v) result in the creation of Encumbrances on the Business.

Seller's Status

6.9               The Seller represents further that it:

(a) is duly incorporated and validly subsisting under the laws of Barbados;  (b)
has all necessary  corporate  power and has taken all necessary  proceedings  to
authorize  this  Agreement  and to convey the Shares to the Buyer;  (c) has duly
executed and  delivered  this  Agreement as a binding  obligation of the Seller,
enforceable in accordance with its terms;  and (d) the execution and delivery of
this Agreement,  the consummation of the transactions  contemplated  hereby, and
the due observance and performance by the Seller of its obligations contained in
this  Agreement  will not conflict  with or result in a breach or a violation of
any of the  terms,  conditions  or  provisions  of any  law,  judgement,  order,
injunction,  decree,  regulation  or ruling  of any court or other  governmental
authority,  domestic or foreign, to which the Seller is subject,  nor constitute
or result in a default under any agreement, contract, or commitment to which the
Seller is a party or by which the  Seller  is bound,  or to which the  Seller is
subject.
<PAGE>


                                                      PART 7

                                      BUYER'S REPRESENTATIONS AND WARRANTIES

The Buyer represents and warrants to the Seller as follows and acknowledges that
the Seller is relying on those  representations  and warranties in entering into
this  Agreement  and in  concluding  the  purchase  and sale of the Shares:  (a)
Corporate  Status - The Buyer is duly  incorporated  and validly existing and in
good  standing  under  the laws in  force in  British  Columbia.  (b)  Corporate
Authority - The Buyer has all requisite power, authority and capacity to acquire
the Shares pursuant to this  Agreement.  (c)  Authorization  of this Agreement -
This Agreement has been duly authorized, executed and delivered by the Buyer and
is a valid  and  binding  obligation  of the  Buyer  enforceable  against  it in
accordance  with its terms;  (d) Effect of the  Agreement  - The  execution  and
delivery of this Agreement,  the consummation of the  transactions  contemplated
hereby,  and the due observance and  performance by the Buyer of its obligations
contained in this  Agreement  will not conflict  with or result in a breach or a
violation of any of the terms,  conditions or provisions of any law,  judgement,
order,  injunction,   decree,  regulation  or  ruling  of  any  court  or  other
governmental authority,  domestic or foreign, to which the Buyer is subject, nor
constitute or result in a default under any agreement,  contract,  or commitment
to which the  Buyer is a party or by which  the Buyer is bound,  or to which the
Buyer is subject.


                                                      PART 8

                                                     COVENANTS

Access to the Company

8.1  Following  the date of execution of this  Agreement,  the Seller will cause
SETESA to afford to the Buyer and its authorized  representatives  access during
normal  business hours to all  properties,  books,  contracts,  commitments  and
records of SETESA and to furnish such copies  thereof and other  information  as
the Buyer may  reasonably  request,  and to permit the Buyer and its  authorized
representatives  to make  such  audit of the  books of  account  of  SETESA  and
physical  verification  of the assets of SETESA as the Buyer may  reasonably see
fit. At the request of the Buyer,  the Seller will cause  SETESA to execute such
consents,  authorizations  and  directions  as may be  necessary  to permit  any
inspection  of any  its  property  or to  enable  the  Buyer  or its  authorized
representatives  to obtain full access to all files and records  relating to the
Business  or  SETESA's  assets   maintained  by  governmental  or  other  public

<PAGE>

authorities in Bolivia. The exercise of any rights of inspection by or on behalf
of the Buyer under this  paragraph  will not  mitigate or  otherwise  affect the
representations  and warranties of the Seller hereunder,  which will continue in
full force and effect.

Conduct Business in the Ordinary Course

8.2 Between the date of execution of this Agreement and until the Buyer receives
the Shares and the opinion in Section  2.3(b),  the Seller and Buyer  will:  (a)
cause SETESA to conduct the Business  diligently and only in the ordinary course
and in a manner  consistent  with past  practice;  (b) preserve and maintain the
goodwill of SETESA and the Business;  (c) permit and arrange for representatives
of the Buyer to meet with senior  managers  employed by SETESA from time to time
for the purposes of keeping  informed as to the current  status of the Business;
(d) not permit SETESA to change its accounting practices, procedures or methods;
(e) not permit SETESA to enter into any contract or commitment other than in the
ordinary  course  of  business;  (f) not  permit  SETESA  to incur  any  capital
expenditures;  (g) not permit SETESA to issue any shares in its capital or other
securities; (h) not permit SETESA to amend or vary or agree to amend or vary any
of  the  terms  of  the  Concession  or  any  other  Permit,  license,  consent,
authorization, approval or privilege held by it except in the ordinary course of
business or with the consent of the Buyer;  (i) not permit  SETESA to declare or
pay any  dividends  or other  distributions  on any class or kind of its  shares
except as may be necessary to achieve the financial  result  contemplated by the
Financial  Statements;  (j) not permit SETESA to repurchase or redeem any of its
shares or reduce its capital in any way; (k) not make any material change to the
compensation  paid to any  employee or pay or agree to pay any bonus to or enter
into any  agreement  with any salaried  employee,  officer or director of SETESA
which  would  affect  either  the  payment or the period of notice to which they
would be entitled in the event of termination.
<PAGE>

No Payments

8.3 Between the date of execution of this  Agreement  and the time of closing on
the Closing Date, the Seller will not permit SETESA to make or agree to make any
payment to any director, officer, employee or agent of the company except in the
ordinary  course  of the  Business  and at  the  regular  rates  of  salary  and
commission for such person.

Superintendencia's Consent

8.4 To obtain the  consent  contemplated  under Part 4, the Seller  will use its
best efforts to obtain the consent of the  Superintendencia,  immediately  after
execution   hereof  and  Buyer  will  use  its  best   efforts  to  provide  any
documentation  that may be required from them to obtain the said consent  within
15 days of execution of this Agreement.

Transfer of Technology

8.5 Following the closing of the transactions contemplated under this Agreement,
the Buyer  will use  commercially  reasonable  efforts to  transfer  appropriate
technology  to  SETESA  in order to allow  SETESA  to  expand  and  develop  the
Business.


                                                      PART 9

                                                    NON-MERGER

Representations, Warranties, Covenants and Agreements to Survive

9.1 The  representations,  warranties,  covenants and  agreements of the Parties
contained herein and those contained in the documents and instruments  delivered
pursuant to this  Agreement will be true at and as of the time of closing on the
Closing  Date as though made at the time of closing on the Closing Date and will
survive the closing and,  notwithstanding  the  completion  of the  transactions
herein  contemplated,  will  remain in full force and effect for a period of one
year after the execution hereof.


                                                      PART 10

                                                SELLER'S INDEMNITY

Indemnity of the Seller

10.1  Subject to the terms and  conditions  of this  Agreement,  the Seller will
indemnify  and save  harmless  the Buyer  from any loss,  damages,  liabilities,
expenses,  costs or claims  whatsoever  which may be incurred or suffered by the
Buyer as a result of or in connection with:

(a) any representations and warranties of the Seller contained in this Agreement
which are untrue and any covenants of the Seller which are unfulfilled;  and

<PAGE>

 (b)
any  liabilities of SETESA  attributable to the conduct of SETESA up to the date
first above  written and any acts or  omissions  of the SETESA,  its  directors,
officers,  employees  and agents,  whether or not  negligent  and which have not
otherwise been disclosed to the Buyer pursuant to this Agreement.

The indemnity  provided for under this  paragraph  shall survive for a period of
two years following the Closing Date.


                                                      PART 11

                                                  NON-COMPETITION

Non-Competition by the Seller

11.1 The  Seller  covenants  on behalf of itself and any prior  shareholders  of
SETESA and prior or current  principals of SETESA that it, any prior shareholder
of SETESA and prior and current  principals  of SETESA will not, for a period of
one year from the Closing Date, either alone or in partnership or in conjunction
with any  other  person,  firm,  association,  corporation  or other  entity  as
principal, agent, shareholder,  partner, investor, consultant, advisor or in any
other capacity, directly or indirectly,  carry on, be engaged in, concerned with
or interested in any business which is the same as, substantially  similar to or
competitive with the Business.


                                                      PART 12

                                               CONDITIONS PRECEDENT

Conditions of Closing in Favour of the Buyer

12.1 The  obligation  of the Buyer to  complete  the  purchase  of the Shares is
subject  to the  fulfilment  of each of the  following  conditions  at the times
stipulated,  which  conditions are for the exclusive  benefit of the Buyer:  (a)
Satisfactory  Completion of Due Diligence -  satisfactory  completion of its due
diligence as provided for under Part 4; (b) Representations and Warranties - the
representations and warranties of the Seller contained in this Agreement will be
true and correct at and as of the time of closing on the  Closing  Date with the
same force and effect as if those  representations  and warranties  were made at
and as of the time of closing on the Closing  Date;  (c)  Covenants - all of the
covenants,  agreements and obligations hereunder on the part of the Seller to be
performed  or  complied  with at or prior to the  Closing  Date,  including  the
Seller' obligation to deliver the documents and instruments herein provided for,
will have been  performed  and  complied  with as at the time of  closing on the
Closing Date; 
<PAGE>

 (d) No  Liabilities - SETESA will have no debts,  liabilities  or
contractual  commitments other than the Liabilities;  (e) Financial  Condition -
The  financial  condition  of  SETESA  at and as of the time of  closing  on the
Closing Date shall be substantially as set out in the Financial Statements,  and
the Seller shall have provided to the Buyer a certificate  of one of the current
directors of SETESA to that effect,  dated as of the Closing Date;  (f) Damage -
no substantial damage to any of the assets of SETESA will have occurred from the
date of execution of this  Agreement to the time of closing on the Closing Date;
(g) No Material  Adverse Change - there will have been no material change in the
condition  of the  assets of SETESA or the  Business,  including  the  prospects
thereof,  from the date of execution of this Agreement to the time of closing on
the Closing  Date;  (h) Consent of the  Superintendencia  - the Seller will have
delivered  to the  Buyer  within  30 days of the time that  Buyer  provides  the
required  documentation  to Seller for the  application  for the  consent of the
Superintendencia required to be obtained by the Seller under Part 4, and it will
not be subject to any  conditions or terms that are  unacceptable  to the Buyer,
acting  reasonably  and in good faith;  (i)  Injunctions,  etc. - at the time of
closing on the Closing Date no action or  proceeding at law or in equity will be
pending or threatened by any person and no injunction or restraining  order will
be in effect to enjoin or  prohibit:  (i) the  purchase  and sale of the  Shares
contemplated  hereby or the right of the  Buyer to own the  Shares;  or (ii) the
right  of  SETESA  to  carry  on the  Business  in the  normal  course;  and (j)
Directorships  - the  directors  and  officers  of SETESA  will resign as of the
Closing Date and will be replaced by the following representatives of the Buyer:
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Name                                   Office                              Resigning                  Appointed
------------------------------         -------------------------  -------  ------------------         ---------------------
Mario Bonino                                                                                          May 1, 1997
Steven Sinn                            President                                                      May 1, 1997
Minaz Devji                            Secretary                                                      May 1, 1997
</TABLE>

Failure to Fulfil Conditions
12.2 The conditions  set forth in Section 13.1 are for the exclusive  benefit of
the Buyer. If any of the conditions  contained in Section 13.1 are not performed
or fulfilled at or prior to the times stipulated in Section 13.1, then the Buyer
may, by notice to the  Seller,  terminate  this  Agreement  and,  subject to the
exception set out below and the other  applicable  terms of this  Agreement,  in
that event the Buyer will be released from all obligations  under this Agreement
and,  unless the Buyer can show that the  condition or  conditions  for the non-
<PAGE>

performance  of which the Buyer has  terminated  the  Agreement  are  reasonably
capable of being  performed or caused to be performed by the Seller,  the Seller
will also be released  from all  obligations  under this  Agreement.  Should the
Buyer terminate this Agreement in accordance with this Section 13.2 the Purchase
Price, and any interest  accrued  thereon,  will be returned to the Purchaser in
accordance  with Section 2.3.  Termination  by the Buyer  pursuant to this 
Section13.2
will be without  prejudice to the right of the Buyer to recover  damages for any
misrepresentation,  breach of  warranty  or  non-fulfilment  of any  covenant or
agreement  on the part of the  Seller  or any of them  that  arose  prior to the
termination.  Alternatively,  subject  to the  other  applicable  terms  of this
Agreement,  the Buyer may elect to waive  compliance  with any such condition in
whole or in part without  prejudice to any of its rights of  termination  in the
event of non- performance of any other condition, obligation or covenant in this
Agreement.

Conditions of Closing in Favour of the Seller

12.3 The  obligation of the Seller to complete the sale of the Shares is subject
to the fulfilment by the Buyer of each of the following  conditions at the times
stipulated,  which conditions are for the exclusive  benefit of the Seller:  (a)
Representations and Warranties - The representations and warranties of the Buyer
contained  in this  Agreement  will be true and correct at and as of the time of
closing  on the  Closing  Date  with  the  same  force  and  effect  as if those
representations and warranties were made at and as of the time of closing on the
Closing  Date;  (b)  Covenants  -  All  covenants,  agreements  and  obligations
hereunder on the part of the Buyer to be performed or complied  with at or prior
to the Closing Date,  including the Buyer's obligations to deliver the documents
and instruments  herein provided for, will have been performed and complied with
as at the time of closing on the Closing Date in all material respects;  and (c)
Injunctions,   etc.  -  No  injunction  or  restraining  order  of  a  court  or
administrative  tribunal of competent jurisdiction will be in effect at the time
of closing on the Closing  Date  restraining  or  prohibiting  the  transactions
contemplated hereby and no action or proceeding will be threatened or instituted
and remain  pending at the time of closing on the  Closing  Date before any such
court or  administrative  tribunal  to restrain  or  prohibit  the  transactions
contemplated hereby.

Failure to Fulfil Conditions

12.4 The conditions  set forth in Section 13.3 are for the exclusive  benefit of
the Seller. If any of the conditions contained in Section 13.3 are not performed
or  fulfilled  at or prior to the times  stipulated  in Section  13.3,  then the
Seller may, by notice to the Buyer, terminate this Agreement and, subject to the
exception set out below and the other  applicable  terms of this  Agreement,  in
that event the Seller will be released from all obligations under this Agreement
and, subject to the payment of the Purchase Price other than the initial $20,000
over to the  Seller in  accordance  with  Section  2.3,  the Buyer  will also be
released from all obligations under this Agreement.  Should the Seller terminate
this  Agreement  in  accordance  with this Section 13.4 by reason of the Buyer's
non-compliance  with Section 13.3(a) or 13.3(b) then the Purchase Price, and any
interest  accrued  thereon,  will be paid over to the Seller in accordance  with
Section 2.3.Should the Seller  terminate this Agreement in accordance with this 
Section 13.4 by reason of Section 13.3(c) then the Purchase Price less the 
$20,000 initial  payment,

<PAGE>

and any interest  accrued thereon,  will be repaid to the Buyer.  Termination by
the Seller  pursuant to this Section  13.4 and payment of the Purchase  Price to
the Seller by reason of  non-compliance  with Section 13.3(a) or 13.3(b) will be
the sole  right of the  Seller to  recover  damages  for any  misrepresentation,
breach of warranty or non-fulfilment of any covenant or agreement on the part of
the Buyer that arose  prior to the  termination.  Alternatively,  subject to the
other applicable  terms of this Agreement,  the Seller may waive compliance with
any such term,  covenant or condition  in whole or in part without  prejudice to
any of its rights of  termination in the event of  non-performance  of any other
condition, obligation or covenant in this Agreement.

                                                      PART 13

                                             MISCELLANEOUS PROVISIONS

Notice

13.1 All  notices  and other  communications  under  this  Agreement  will be in
writing and may be delivered personally, by courier, by facsimile or by pre-paid
registered mail to the Parties at the addresses and facsimile  numbers set forth
below or at such other  addresses or facsimile  numbers as may be advised by the
Parties from time to time:
         (a)      if to the Buyer:

                  Promax Communications Inc.
                  1200 - 1185 West Georgia Street
                  Vancouver, British Columbia
                  V6E 4E6

                  Fax No.: (604) 681-2501

                  with a copy to:

                  Lang Michener Lawrence & Shaw
                  1500 Royal Centre, 1055 West Georgia
                  Vancouver, British Columbia V6E 4N7

                  Fax No.: (604) 685-7084
                  Attention: Mr. B. Zinkhofer

         (b)      if to the Seller:

                  Pensbreigh Holdings Ltd.
                  Chancery House, High Street
                  Bridgetown, Barbados West Indies

                  Fax No.: (809) 431-0076
                  Attention:  Trevor Carmichael, Q.C.
<PAGE>

                  with a copy to:

                  International Portfolio Management Inc.
                  1185 West Georgia Street, Suite 1200
                  Vancouver, British Columbia  V6E 4E6

                  Fax No.:  (604) 684-4601
                  Attention:  Altaf Nazerali

         (c)      if to the Promax Trustee:

                  Godinho, Sinclair
                  1020 - 510 Burrard Street
                  Vancouver, British Columbia  V6C 3A8

                  Fax No.: (604) 689-9940
                  Attention:  Rory S. Godinho

                                                     

Any notice or communication delivered personally or by courier will be deemed to
be received on the day of  delivery.  Any notice or  communication  delivered by
facsimile  transmission  will be deemed to be received on the first business day
following the day on which it is sent. Any notice or communication  delivered by
pre-paid  registered  mail will be deemed  to have  been  received  on the fifth
business day following the day on which it was sent provided that if at the time
of mailing or between  the time of mailing  and actual  receipt of the notice or
communication  there should be a mail strike,  slowdown or other labour  dispute
which might affect the delivery of such notice or  communication  by mail,  then
such notice or communication shall only be effective if actually delivered.

Proper Law
13.2 This  Agreement  will be governed by and construed in  accordance  with the
laws of the Province of British Columbia,  which for all purposes will be deemed
to be the proper law of this Agreement.

Binding Effect

13.3 This  Agreement  will enure to the benefit of and be binding upon the Buyer
and the Seller and their respective heirs, executors,  personal representatives,
successors and permitted assigns.
Time

13.4              Time is of the essence in this Agreement.
<PAGE>

Entire Agreement
13.5 Subject to any  confidentiality  agreement  that may be entered into by the
Parties,  the terms and provisions contained in this Agreement (including all of
the recitals and  Schedules to this  Agreement),  as may be amended from time to
time,  constitute the entire  agreement  between the Parties with respect to the
purchase  and sale of the  Shares and  supersede  any  previous  oral or written
communications.

Modification

13.6 This  Agreement  may not be modified  or amended  except by  instrument  in
writing signed by both the Buyer and the Seller.

Assignment

13.7 This Agreement and the rights and  obligations  contained in this Agreement
may not be assigned by either  Party  without the prior  written  consent of the
other Party.
Further Assurances

13.8 Each of the Parties to this  Agreement  will execute such further and other
documents  and do such further and other acts as may be necessary to give effect
to this Agreement.
Severability

13.9 If any covenant, obligation or term of this Agreement is held to be invalid
or  unenforceable,  then the remainder of this Agreement will not be affected by
the invalid or  unenforceable  portion and this  Agreement  will be construed as
though it were  executed  without  reference  to the  invalid  or  unenforceable
portion of this Agreement.

Expenses
13.10 The  Buyer and the  Seller  will  each pay their own  expenses  including,
without  limitation,  accountant's  and  lawyer's  fees,  incurred  by  them  in
connection with the negotiations, execution and delivery of this Agreement under
the consummation of the transactions contemplated under this Agreement.

Counterparts

13.11 This  Agreement  may be  executed in any number of  counterparts,  each of
which when  delivered will be deemed to be an original and all of which together
will constitute one and the same document.

This ris page of a Share Purchase Agreement  dated for  reference  May 1, 1997
between Pensbreigh Holdings Ltd. and Promax Communications Inc.


Attornment

a. Each party  irrevocably  attorns to the jurisdiction of the courts of British
Columbia  and  all  courts  having  appellats  jurisdiction  thereover,  and any
proceeding  commenced or maintained by a party in respect of this Agreement will
be commenced or maintained only in such courts as is appropriate.

Arbitration

b. The Parties agree that they will strive to solve all disputes  arising out of
or in  connection  with this  Agreement,  or in  respect  of any  defined  legal
relationship  associated therewith or derived therefrom,  in an amicable manner,
failing which such disputes shall be referred to and finally resolved by binding
arbitration in accordance  with the  International  Commercial  Arbitration  Act
(British  Columbia).  Any such  arbitration will be held before a panel of three
arbitrators.  The Seller, acting collectively,  shall be entitled to appoint one
arbitrator  to the panel.  The Buyer  shall  also be  entitled  to  appoint  one
arbitrator to the panel.  The two  arbitrators so appointed will then select the
third  arbitrator  by  consensus,  who will act as the  chair  of the  panel.  A
decision of the majority of the arbitrators shall be binding on the Parties. The
place of arbitration shall be Vancouver, British Columbia.

IN WITNESS WHEREOF the Parties have executed this Agreement this _____ day 
of July, 1997, effective as of the date first noted above.

PENSBREIGH HOLDINGS LTD.


Per:
         Authorized Signatory

 
PROMAX COMMUNICATIONS INC.


Per:
         Authorized Signatory


<PAGE>

                                                     - 1 -


                                                    SCHEDULE 1
                                               CONCESSION AGREEMENT




<PAGE>

                                                     - 1 -


                                                    SCHEDULE 2
                                               FINANCIAL STATEMENTS




<PAGE>

                                                     - 1 -

                                                    SCHEDULE 3
                                               INTELLECTUAL PROPERTY

- nil