ex10-5









PURCHASE AND SALE AGREEMENT




 




                This agreement is made effective

as of the date set forth below, by and between the parties hereto with respect

to the following facts:




 




A.            Sellers wish to sell and Buyer

wishes to buy the outstanding stock of EconoWatt Corporation, a Nevada

corporation (“EconoWatt”).




 




B.            The parties expect that the

transaction described in this agreement will close on or before March 6, 2002,

subject to certain conditions as set forth herein.




 




                NOW, THEREFORE, the parties

agree as follows:




 




1.             Parties




                The

parties to this agreement are:




                a.             Sellers




                Ilya Bond (referred to as

“Bond”)




                Roman Gordon (“Gordon”)




                Jeff Wilson (“Wilson”) for

Andrew Scott Investments Ltd.




                Bond,

Gordon and Wilson will be collectively referred to as “Sellers”




                b.             Buyer




                Voice

and Wireless, a Minnesota corporation




 




2.             Terms of Purchase and Sale




                a.             Sellers hereby offer to sell and

Buyer hereby offers to purchase all of the outstanding stock of EconoWatt on

the terms and conditions herein specified.




                b.             Buyer hereby offers and Sellers hereby accept Buyer’s

offer to purchase Sellers’ stock in EconoWatt in exchange for 1,400,000 shares

of Buyer’s common stock.  Of the stock

to be issued by Buyer, 350,000 shares shall be free of any restrictions against

immediate public sale by Sellers, or any of them, with 125,000 such shares

being distributed to Bond, 125,000 shares to Gordon, and 100,000 shares to

Wilson.  The remaining 1,050,000 shares

shall be issued pursuant to Regulation 144, which allows for sale by Sellers

twelve months after the closing of the sale transaction described herein, with

455,000 such shares issued to Bond, 455,000 shares to Gordon, and 140,000

shares to Wilson.  Sellers understand

and agree that Buyer is in the process of submitting the necessary documents to

have the stock to be issued by Buyer registered for public sale so as to

conform to the requirements of this paragraph, and that this process may not be

complete by the Closing Date.  Buyer

hereby covenants to use all reasonable efforts to complete the registration of

stock no later than May 1, 2002.  The

Regulation 144 shares shall be delivered to Sellers at the Closing of this

transaction on March 6, 2002.  The

remaining shares shall be delivered no later than May 1, 2002.




 




3.             Warranties

and Representations by Sellers




                Sellers

hereby represent and warrant that




                a.             They are the owners of all of the

outstanding stock issued by EconoWatt.




                b.             There are no liens, security

interests or other claims encumbering Seller’s shares




 




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in EconoWatt.




                c.             No event of default by EconoWatt

has occurred under the terms of the Distribution Agreement between EconoWatt

and IREM SpA of Italy, dated June 22, 2001 and June 27, 2001.




                d.             EconoWatt has no outstanding

liabilities, whether contingent or non-contingent, liquidated or unliquidated.




 




4.             Warranties and Representations by

Buyer




                a.             Buyer is a duly organized and

existing corporation under Minnesota law.




                b.             Buyer’s board of directors have authorized Buyer to

enter into this transaction.




                c.             Buyer is authorized under its bylaws to issue additional

shares of stock as required by this transaction.




 




5.             Conditions

Precedent to Be Satisfied by Sellers




                a.             Sellers shall execute and deliver

at the Closing duly executed stock powers and certificates for their shares of

EconoWatt.




                b.             Sellers shall execute and deliver

at the Closing resignations of their capacity as officers and directors of

EconoWatt.




 




6.             Conditions Precedent to Be

Satisfied by Buyer




                a.             Buyer shall deliver to Sellers’

counsel copies of all registration documents or other forms submitted to the

Securities and Exchange Commission in connection with registration of Buyer’s

stock for public sale as required by this agreement.




                b.             Buyer shall submit an unqualified opinion letter from

counsel that Buyer is authorized to enter into this transaction, and that

Buyer’s issuance and registration of securities for public sale as required by

this agreement is authorized under all applicable laws and regulations.




 




7.             Closing

Procedures




                a.             The Closing Date of this agreement

shall be March 6, 2002.




                b.             The Closing of this agreement shall

be held at the office of Sellers’ counsel.




                c.             Buyer shall deliver at the closing

the certificates of common stock in the amounts and in the names as required by

this agreement.




                d.             If available at the Closing Date,

Buyer shall deliver any and all such documents as may evidence the registration

for public sale of the securities transferred to Sellers pursuant to this

agreement.  If such documents are not

available at the Closing Date, Buyer hereby covenants that such documents shall

be delivered when received, and in no event shall such delivery occur later

than May 1, 2002.




                e.             Sellers shall deliver duly executed

stock powers and certificates for EconoWatt stock endorsed to the order of

Buyer.




                f.              Sellers shall deliver duly

executed resignations of Sellers’ capacity as officers and directors of

EconoWatt.




                g.             Upon review of the documents

submitted at the Closing to determine if such documents satisfy the

requirements of this agreement, Sellers’ counsel shall deliver to Buyer’s




 




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counsel all documents required to be

delivered by Sellers at the Closing.




                h.             Upon review of the documents

submitted at the Closing to determine if such documents satisfy the

requirements of this agreement, Sellers’ counsel shall deliver to Sellers all

documents required to be delivered by Buyer at the Closing.




 




8.             Events of Default and Remedies




                a.             Default

by Seller




                Seller

shall be deemed in default under the terms of this agreement upon the

occurrence of any of the following conditions or events:




                (1)           Sellers’ failure to deliver at the

Closing duly executed and endorsed stock powers and certificates of EconoWatt

stock.




                (2)           Sellers’ failure to deliver at the

Closing duly executed resignations as officers and directors of EconoWatt.




                b.             Buyer’s Remedies Upon Default by Sellers




                Upon

Sellers’ default as defined in this agreement, Buyer may terminate this

agreement and will be under no further obligation to render any performance

pursuant to the terms of this agreement.




                c.             Default

by Buyer




                Buyer

shall be deemed in default under the terms of this agreement upon the

occurrence of any of the following conditions or events:




                (1)           Buyer’s failure to deliver at the

Closing certificates for Buyer’s common stock in the amounts and in the names

as required by this agreement.




                (2)           Buyer’s failure to deliver at the

Closing if available any and all such documents as may evidence the registration

for public sale of the securities transferred to Sellers pursuant to this

agreement.




                (3)           If documents evidencing the

registration for public sale of Buyer’s stock issued pursuant to this agreement

are not available at the Closing Date, such documents have not been delivered

to Sellers’ counsel by 5:00 p.m. on April 1, 2002.




                (4)           Buyer’s failure to deliver at the

Closing copies of all registration documents or other forms submitted to the

Securities and Exchange Commission in connection with registration of Buyer’s

stock for public sale as required by this agreement.




                (5)           Buyer failure to submit an

unqualified opinion letter from counsel that Buyer is authorized to enter into

this transaction and that Buyer’s issuance and registration of securities for

public sale as required by this agreement is authorized under all applicable

laws and regulations.




                d.             Sellers’

Remedies Upon Default by Buyer




                1)             Upon Buyer’s default under sub-sections 8.c.(1), (2),

(4) or (5), Sellers may terminate this agreement and will be under no further

obligation to render any performance pursuant to the terms of this agreement.




                2)             Upon Buyer’s default under sub-section 8.c.3), Sellers

may elect to rescind this agreement and demand the return of all consideration

transferred to Buyer at the Closing, or, in the alternative, shall be entitled

to recovery of damages for Buyer’s breach.




 




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9.             Entire

Agreement




                This

document embodies the entire agreement between the parties, and there are no

prior or contemporaneous oral agreements between the parties which have any

force or effect after the execution of this agreement. All prior

communications, negotiations, and representations, whether oral or written, are

merged into this agreement.  This

agreement may be modified only by a document signed by all parties to this

agreement.




 




10.          Controlling Law




                This agreement shall be

construed in accordance with the laws of the State of California without regard

to choice of law principles.




 




11.          Severability




                Should

any provision of this agreement be declared unenforceable, the remaining

provisions of this agreement shall remain in full force and effect.




 




12.          Attorney’s

Fees




                Should

any action be brought to enforce the terms of or interpret this agreement, the

prevailing party in such action shall be entitled to recover its attorney’s

fees and costs incurred in connection with such action.




 




Voice & Wireless Corporation, a Minnesota




corporation




 




 




 




	

  /s/ Mark Haggerty


  	

   


  	

  /s/ Ilya Bond


  
	

  By: Mark Haggerty, President


  	

   


  	

  Ilya Bond


  
	

   


  	

   


  	

   


  
	

  /s/ Roman Gordon


  	

   


  	

  /s/ Jeff Wilson


  
	

  Roman Gordon


  	

   


  	

  Jeff Wilson


  
	

   


  	

   


  	

  for Andrew Scott

  Investments


  





 




 




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IREM




 




DISTRIBUTION AGREEMENT




 




 




	

  Between


  	

  :


  	

  IREM

  SpA


  
	

   


  	

   


  	

  Via

  Rocciamelone 68


  
	

   


  	

   


  	

  I-10050

  S.Antonino di Susa (To) — Italy


  
	

   


  	

   


  	

   


  
	

  Hereinafter

  called 


  	

   


  	

  Supplier


  
	

   


  	

   


  	

   


  
	

  And


  	

  :


  	

  ECONOWATT CORPORATION


  
	

   


  	

   


  	

  350 Center Ave., Suite 500


  
	

   


  	

   


  	

  Reno, NV 

  89502


  
	

   


  	

   


  	

  FEIN # 88-0493063


  
	

   


  	

   


  	

   


  
	

  Hereinafter called


  	

   


  	

  Distributor


  





 




Has been agreed upon as follows:




 




1.                                       The Supplier agreed to appoint EconoWatt Corporation as its

Sole Distributor with the distribution rights in the USA (hereinafter called Territory) for the Products specified at point 3.




 




2.             The

Distributor purchases and

sells in his own name and on his own behalf. 

He acts as an independent trader both with regard to the Supplier

and in respect of his customer.




 




2.1.1  The Distributor may organize his distribution network appointing exclusive

sub-distributors, sub-distributors, agents, sales representatives etc., but the

Distributor shall be the only

responsible towards the Supplier of

the performance of the obligation hereof.




 




3.             The

Products

referred to in this agreement are the Luminous Flux Regulators STABILUX manufactured by the Supplier (see Annex A).




 




4.             The

Distributor shall place his

orders with the Supplier

on a firm account basis. 

In those cases where competition is particularly hard, and in order to make the sale of the Products easier, the two parties can mutually agree that the end user has to be

served directly by the Supplier.

The Distributor will be

acknowledged a commission after receipt of payment.













5.             The

Distributor shall make any

effort to safeguard the interest of the Supplier

in conformity with good business practice. 

The  Distributor undertakes in particular:




 




5.1.          To

actively prospect the market, to make any effort to increase the sales of the Products in the Territory,

including advertising and participation to exhibitions.




 




5.2.          To

supply the Supplier

with all information relating to the market situation, competition and sales

forecasts.




 




5.3.          Not

to accept during the duration of this agreement, the representation or the

distribution and not to sell, in any way, products in competition with the Suppliers or Products anyhow related to light

regulation.




 




5.4.          To

obtain all the licences and authorisations necessary to import and resell the Products, and inform the Supplier

about the eventual technical regulations the Products must comply with for their correct distribution in the Territory.  The Distributor shall keep the Supplier

from any liability deriving from the violation of these laws and

regulations.  Any liability will be at Distributor’s

charges and the Supplier will be entitled to cancel the present agreement without any further

communication.




 




5.5.          To

use its best efforts to keep an adequate stock of the Products for which the market requires fast delivery.




 




5.6.          To

stipulate a congruous insurance policy in the name of the Supplier to cover possible damages caused by the Products.




 




5.7.          The

Distributor shall always

distribute and promote the Product

with the Supplier’s trademark (hereto

enclosed - Annex B), in course of registration in the USA, to which the Distributor may add his own trademark.  In

the use of the Supplier’s

trademarks, trade-names and other

industrial and intellectual property rights, the Distributor shall follow the Supplier’s

written authorizations and instructions.




 




6.             The

Supplier shall make any

effort to safeguard the interest of the Distributor in conformity with good business practice. The Supplier undertakes in particular:




 




6.1           To

forward to the Distributor

all orders and/or enquiries he directly receives from the Territory.




 




6.2           Not

to sell or directly distribute the Products

in the Territory without the

written consent of the Distributor.




 




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6.3           To

provide the Distributor

with all information, quotations, documents necessary for the sale of the Products.




 




7.             The

Products shall be supplied to the Distributor

by the Supplier on the grounds of the prices and sales conditions stated in Annex C and

in his written offers.




 




8.             The

After-Sales Service and Warranty Service will be carried out in accordance with

Annex D.




 




9.             The

Supplier reserves the right to

change his prices and discounts provided that such changes shall take effect 30

days after said changes have been notified

to the Distributor.




 




10.           The

Distributor shall pay for the Products to the Supplier

by bank

transfer in advance or Letter of credit irrevocable confirmed documentary

credit payable at sight, issued by the Bank. In

case of non-payment, the Supplier

can suspend the shipment of the Products.

The delivery terms are intended

as starting from the day when the Supplier

receives the payment. Any modification of the above terms must be agreed upon

with the written consent of the Supplier.




 




11.           This

agreement shall become effective on the day of its signature and shall be in

force for a period of sixty (60) months. This contract may be terminated by the

Supplier by means of a written

communication, if the Distributor

does not achieve the following minimum purchase budget: USD 500,000.00 during

the second year, USD 550,000.00 during the third year, USD 600,000.00 during

the fourth year and 650,000.00

during the fifth year.




This

agreement will be automatically renewed for a further period of 5 years, if the

two parties have agreed upon the new purchase budget for the new cooperation

period.




Such

a purchase volume cannot be lower than the budget realized in the last year of

validity of the expired agreement, unless agreed upon in writing by the Supplier.




 




12.           In

the event of termination of this agreement, no compensation for investments of

any kind will be paid by the Supplier

to Distributor or by the Distributor to Supplier.




 




13.           The

Distributor shall not assign the present contract to any

third party, physical person company or different entity.




 




14.           Any

substantial change in the legal structure or the financial situation of the Distributor may constitute an indefeasible reason for earlier termination of this agreement.

Moreover, the premature termination of this agreement can be caused by any

breach of the following paragraphs: 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 10, 11,

13.




 




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15.           For

what not mentioned explicitly in the present Agreement, the Supplier and Distributor

agree to accept the regulations of the UN Convention on International Sales of Goods (Vienna 1980)




 




16.           Court. All disputes arising out of or in connection with the present terms

shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by

one arbitration appointed in accordance with the said Rules.  Seat shall be Paris.




 




 




 




	

  Signed

  for the Supplier


  	

  Signed

  for the Distributor


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  in


  	

  S.

  Antonino


  	

   


  	

  in


  	

  Reno,

  NV


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  on


  	

  22.06.2001


  	

   


  	

  on


  	

  27.06.2001


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  by


  	

  Giuseppina

  CELSO


  	

   


  	

  by


  	

  J.

  Scott Wilson


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Position


  	

  General

  Manager


  	

   


  	

  Position:


  	

  President


  





 




 




 




[IREM LOGO]                       [NOTARY’S

SEAL]




 




7