**PURCHASE AND SALE AGREEMENT**

 

                This agreement is made effectiveas of the date set forth below, by and between the parties hereto with respectto the following facts:

 

A.            Sellers wish to sell and Buyerwishes to buy the outstanding stock of EconoWatt Corporation, a Nevadacorporation (“EconoWatt”).

 

B.            The parties expect that thetransaction described in this agreement will close on or before March 6, 2002,subject to certain conditions as set forth herein.

 

                NOW, THEREFORE, the partiesagree as follows:

 

**1.             Parties**

                Theparties to this agreement are:

                **a.             Sellers**

                Ilya Bond (referred to as“Bond”)

                Roman Gordon (“Gordon”)

                Jeff Wilson (“Wilson”) forAndrew Scott Investments Ltd.

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

                **b.             Buyer**

                Voiceand Wireless, a Minnesota corporation

 

**2.             Terms of Purchase and Sale**

**               **a.             Sellers hereby offer to sell andBuyer hereby offers to purchase all of the outstanding stock of EconoWatt onthe terms and conditions herein specified.

                b.             Buyer hereby offers and Sellers hereby accept Buyer’soffer to purchase Sellers’ stock in EconoWatt in exchange for 1,400,000 sharesof Buyer’s common stock.  Of the stockto be issued by Buyer, 350,000 shares shall be free of any restrictions againstimmediate public sale by Sellers, or any of them, with 125,000 such sharesbeing distributed to Bond, 125,000 shares to Gordon, and 100,000 shares toWilson.  The remaining 1,050,000 sharesshall be issued pursuant to Regulation 144, which allows for sale by Sellerstwelve months after the closing of the sale transaction described herein, with455,000 such shares issued to Bond, 455,000 shares to Gordon, and 140,000shares to Wilson.  Sellers understandand agree that Buyer is in the process of submitting the necessary documents tohave the stock to be issued by Buyer registered for public sale so as toconform to the requirements of this paragraph, and that this process may not becomplete by the Closing Date.  Buyerhereby covenants to use all reasonable efforts to complete the registration ofstock no later than May 1, 2002.  TheRegulation 144 shares shall be delivered to Sellers at the Closing of thistransaction on March 6, 2002.  Theremaining shares shall be delivered no later than May 1, 2002.

 

**3.             Warrantiesand Representations by Sellers**

                Sellershereby represent and warrant that

                a.             They are the owners of all of theoutstanding stock issued by EconoWatt.

                b.             There are no liens, securityinterests or other claims encumbering Seller’s shares

 

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in EconoWatt.

                c.             No event of default by EconoWatthas occurred under the terms of the Distribution Agreement between EconoWattand IREM SpA of Italy, dated June 22, 2001 and June 27, 2001.

                d.             EconoWatt has no outstandingliabilities, whether contingent or non-contingent, liquidated or unliquidated.

 

**4.             Warranties and Representations byBuyer**

**               **a.             Buyer is a duly organized andexisting corporation under Minnesota law.

                b.             Buyer’s board of directors have authorized Buyer toenter into this transaction.

                c.             Buyer is authorized under its bylaws to issue additionalshares of stock as required by this transaction.

 

**5.             ConditionsPrecedent to Be Satisfied by Sellers**

                a.             Sellers shall execute and deliverat the Closing duly executed stock powers and certificates for their shares ofEconoWatt.

                b.             Sellers shall execute and deliverat the Closing resignations of their capacity as officers and directors ofEconoWatt.

 

**6.             Conditions Precedent to BeSatisfied by Buyer**

**               **a.             Buyer shall deliver to Sellers’counsel copies of all registration documents or other forms submitted to theSecurities and Exchange Commission in connection with registration of Buyer’sstock for public sale as required by this agreement.

                b.             Buyer shall submit an unqualified opinion letter fromcounsel that Buyer is authorized to enter into this transaction, and thatBuyer’s issuance and registration of securities for public sale as required bythis agreement is authorized under all applicable laws and regulations.

 

**7.             ClosingProcedures**

                a.             The Closing Date of this agreementshall be March 6, 2002.

                b.             The Closing of this agreement shallbe held at the office of Sellers’ counsel.

                c.             Buyer shall deliver at the closingthe certificates of common stock in the amounts and in the names as required bythis agreement.

                d.             If available at the Closing Date,Buyer shall deliver any and all such documents as may evidence the registrationfor public sale of the securities transferred to Sellers pursuant to thisagreement.  If such documents are notavailable at the Closing Date, Buyer hereby covenants that such documents shallbe delivered when received, and in no event shall such delivery occur laterthan May 1, 2002.

                e.             Sellers shall deliver duly executedstock powers and certificates for EconoWatt stock endorsed to the order ofBuyer.

                f.              Sellers shall deliver dulyexecuted resignations of Sellers’ capacity as officers and directors ofEconoWatt.

                g.             Upon review of the documentssubmitted at the Closing to determine if such documents satisfy therequirements of this agreement, Sellers’ counsel shall deliver to Buyer’s

 

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counsel all documents required to bedelivered by Sellers at the Closing.

                h.             Upon review of the documentssubmitted at the Closing to determine if such documents satisfy therequirements of this agreement, Sellers’ counsel shall deliver to Sellers alldocuments required to be delivered by Buyer at the Closing.

 

**8.             Events of Default and Remedies**

                **a.             Defaultby Seller**

                Sellershall be deemed in default under the terms of this agreement upon theoccurrence of any of the following conditions or events:

                (1)           Sellers’ failure to deliver at theClosing duly executed and endorsed stock powers and certificates of EconoWattstock.

                (2)           Sellers’ failure to deliver at theClosing duly executed resignations as officers and directors of EconoWatt.

**                b.             Buyer’s Remedies Upon Default by Sellers**

**               **UponSellers’ default as defined in this agreement, Buyer may terminate thisagreement and will be under no further obligation to render any performancepursuant to the terms of this agreement.

                **c.             Defaultby Buyer**

                Buyershall be deemed in default under the terms of this agreement upon theoccurrence of any of the following conditions or events:

                (1)           Buyer’s failure to deliver at theClosing certificates for Buyer’s common stock in the amounts and in the namesas required by this agreement.

                (2)           Buyer’s failure to deliver at theClosing if available any and all such documents as may evidence the registrationfor public sale of the securities transferred to Sellers pursuant to thisagreement.

                (3)           If documents evidencing theregistration for public sale of Buyer’s stock issued pursuant to this agreementare not available at the Closing Date, such documents have not been deliveredto Sellers’ counsel by 5:00 p.m. on April 1, 2002.

                (4)           Buyer’s failure to deliver at theClosing copies of all registration documents or other forms submitted to theSecurities and Exchange Commission in connection with registration of Buyer’sstock for public sale as required by this agreement.

                (5)           Buyer failure to submit anunqualified opinion letter from counsel that Buyer is authorized to enter intothis transaction and that Buyer’s issuance and registration of securities forpublic sale as required by this agreement is authorized under all applicablelaws 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 furtherobligation to render any performance pursuant to the terms of this agreement.

                2)             Upon Buyer’s default under sub-section 8.c.3), Sellersmay elect to rescind this agreement and demand the return of all considerationtransferred to Buyer at the Closing, or, in the alternative, shall be entitledto recovery of damages for Buyer’s breach.

 

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**9.             EntireAgreement**

                Thisdocument embodies the entire agreement between the parties, and there are noprior or contemporaneous oral agreements between the parties which have anyforce or effect after the execution of this agreement. All priorcommunications, negotiations, and representations, whether oral or written, aremerged into this agreement.  Thisagreement may be modified only by a document signed by all parties to thisagreement.

 

**10.          Controlling Law**

                This agreement shall beconstrued in accordance with the laws of the State of California without regardto choice of law principles.

 

**11.          Severability**

                Shouldany provision of this agreement be declared unenforceable, the remainingprovisions of this agreement shall remain in full force and effect.

 

**12.          Attorney’sFees**

                Shouldany action be brought to enforce the terms of or interpret this agreement, theprevailing party in such action shall be entitled to recover its attorney’sfees 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 itsSole ***Distributor***with the distribution rights in the **USA**(hereinafter called ***Territory***) for the ***Products*** specified at point 3.

 

2.             The***Distributor*** purchases andsells 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 exclusivesub-distributors, sub-distributors, agents, sales representatives etc., but the***Distributor*** shall be the onlyresponsible towards the ***Supplier***ofthe 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 hisorders 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 beserved directly by the ***Supplier***.The ***Distributor*** will beacknowledged a commission after receipt of payment.

5.             The***Distributor*** shall make anyeffort to safeguard the interest of the ***Supplier***in conformity with good business practice. The  ***Distributor*** undertakes in particular:

 

5.1.          Toactively 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.          Tosupply the ***Supplier***with all information relating to the market situation, competition and salesforecasts.

 

5.3.          Notto accept during the duration of this agreement, the representation or thedistribution and not to sell, in any way, products in competition with the ***Suppliers*** or ***Products*** anyhow related to lightregulation.

 

5.4.          Toobtain 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 andregulations.  Any liability will be at ***Distributor’s***charges and the ***Supplier*** will be entitled to cancel the present agreement without any furthercommunication.

 

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

 

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

 

5.7.          The***Distributor*** shall alwaysdistribute and promote the ***Product***with the ***Supplier’s*** trademark (heretoenclosed - Annex B), in course of registration in the USA, to which the ***Distributor*** may add his own trademark.  Inthe use of the ***Supplier’s***trademarks, trade-names and otherindustrial and intellectual property rights, the ***Distributor*** shall follow the ***Supplier’s***written authorizations and instructions.

 

6.             The***Supplier***shall make anyeffort to safeguard the interest of the ***Distributor*** in conformity with good business practice. The ***Supplier*** undertakes in particular:

 

6.1           Toforward to the ***Distributor***all orders and/or enquiries he directly receives from the ***Territory.***

 

6.2           Notto sell or directly distribute the ***Products***in the ***Territory*** without thewritten consent of the ***Distributor***.

 

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6.3           Toprovide 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 andin his written offers.

 

8.             TheAfter-Sales Service and Warranty Service will be carried out in accordance withAnnex D.

 

9.             The***Supplier*** reserves the right tochange his prices and discounts provided that such changes shall take effect 30days after said changes have been notifiedto the ***Distributor***.

 

10.           The***Distributor*** shall pay for the ***Products*** to the ***Supplier***by**banktransfer in advance or Letter of credit irrevocable confirmed documentarycredit payable at sight, issued by the Bank.**Incase of non-payment, the ***Supplier***can suspend the shipment of the ***Products***.The delivery terms are intendedas starting from the day when the ***Supplier***receives the payment. Any modification of the above terms must be agreed uponwith the written consent of the ***Supplier***.

 

11.           Thisagreement shall become effective on the day of its signature and shall be inforce for a period of sixty (60) months. This contract may be terminated by the***Supplier*** by means of a writtencommunication, if the***Distributor***does not achieve the following minimum purchase budget: USD 500,000.00 duringthe second year, USD 550,000.00 during the third year, USD 600,000.00 duringthe fourth year and 650,000.00during the fifth year.

Thisagreement will be automatically renewed for a further period of 5 years, if thetwo parties have agreed upon the new purchase budget for the new cooperationperiod.

Sucha purchase volume cannot be lower than the budget realized in the last year ofvalidity of the expired agreement, unless agreed upon in writing by the ***Supplier***.

 

12.           Inthe event of termination of this agreement, no compensation for investments ofany kind will be paid by the ***Supplie***rto ***Distributor*** or by the ***Distributor*** to ***Supplier***.

 

13.           The***Distributor*** shall not assign the present contract to anythird party, physical person company or different entity.

 

14.           Anysubstantial 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 anybreach 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.           Forwhat 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 termsshall be finally settled under the Rules of Arbitration of the International Chamber of Commerce byone 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’SSEAL]

 

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