EXHIBIT 10.6

**STOCK EXCHANGEAGREEMENT**

          ThisAgreement is made and entered into this 18th day of February, 2000,by and among Kensington International Holding Corporation, a Minnesotacorporation ("Kensington"), Mail Call, Inc., a Florida corporation("Mail Call"), and Ronald Schnell and Staci Schnell, husband and wife(" Schnell").

RECITALS:

          A.      Schnell owns six hundred (600) shares ofcommon stock (the "Stock") of Mail Call constituting approximatelythirty-three percent (33%) of the issued and outstanding shares of stock ofMail Call.

          B.       The parties desire that the Stock beexchanged for common stock of Kensington.

THE PARTIES HEREBY AGREE AS FOLLOWS:

          1.       Exchange of Stock.  On the Date of Closing, Schnell shalltransfer the Stock to Kensington in exchange for one million (1,000,000) sharesof common stock of Kensington (the "Kensington Stock").

          2.       Representations and Warranties of MailCall.  Mail Call represents andwarrants to Kensington the following:

2.1     Organization,Good Standing, Power, Etc.  MailCall is a corporation duly organized, validly existing and in good standingunder the laws of the State of Florida. Mail Call has all requisite corporate power and authority, licenses,permits, and franchises to own, lease and operate its properties and assets andto carry on its businesses as presently being conducted in all states andjurisdictions in which it is conducting business.

2.2     Authorization ofAgreement and Enforceability.  ThisAgreement has been duly and validly authorized, executed and delivered by MailCall and constitutes the valid and legally binding obligation of Mail Call,enforceable in accordance with its terms except as such enforcement may belimited (a) by bankruptcy, insolvency, moratorium or other similar lawspresently or hereafter in effect affecting the enforcement of creditors’ rightsgenerally, or (b) under general principles of equity.

2.3     CapitalStructure.  All of the Stock is dulyauthorized, validly issued, fully paid and nonassessable.  Additionally,

          a.       Mail Call has no convertible securitiesoutstanding;

          b.       there are no outstanding subscriptions,options, warrants or other obligations of Mail Call to issue stock;

          c.       there are no existing agreements,arrangements, or commitments obligating or which might obligate (with orwithout notice or passage of time or both) Mail Call to issue, dispose of, orgrant any convertible securities, or any securities of Mail Call; and

          d.       there are no shareholder agreements orother agreements, understandings, or commitments relating to the right ofSchnell to dispose of the Stock.

2.4     Effectof Agreement, Etc.  Neither theexecution delivery, and performance of this Agreement nor the consummation ofthe transactions contemplated hereby by Mail Call, nor compliance by Mail Callwith any of the provisions hereof, will (with or without the giving of noticeor in lapse of time, or both) (i) conflict with or result in a breach of anyprovision of the Articles of Incorporation or Bylaws of Mail Call or (ii)constitute or result in provision of, result in the modification or terminationof or constitute a default under, or give rise to any right of termination,cancellation or acceleration with respect to, or the creation or imposition ofany lien, security interest, charge or encumbrance upon Mail Call's propertiesor assets pursuant to, any note, bond, mortgage, indenture, license, agreementor other instrument or obligation to which Mail Call is a party or by which itor any of its properties or assets may be bound, or (iii) violate any law,statute, regulation, judgment, order, writ, injunction, or decree, statute,rule or regulation applicable to Mail Call or any of its properties or assets.

2.5     Restrictions;Burdensome Agreements.  Mail Call isnot a party to any contract, commitment or agreement, and nor is Mail Call orits properties or assets subject to or bound or affected by any charter, by-lawor other corporate restriction or any order, judgment, decree, law, statute,ordinance, rule, regulation or other restriction of any kind or character whichwould (a) prevent Mail Call from entering into this Agreement or fromconsummating the transactions contemplated hereby, except for such restrictionsas to which written waivers or consents shall have been obtained or (b) would,or may in the future materially and adversely affect Mail Call's business,properties, assets, prospects, or condition, financial or other.

2.6     Subsidiaries.  Mail Call does not have any interest,directly or indirectly, in any other corporation, company, business trust,partnership, limited partnership, joint venture, or other entity orassociation.  Mail Call is not subjectto any obligation or requirement to provide funds to, or invest in, any suchentity.

2.7     Governmentand Other Consents.  No consent,authorization or approval of, or exemption by, or filing with any governmental,public, or regulatory body or authority is required in connection with theexecution, delivery and performance by Mail Call of this Agreement or any ofthe instruments or Agreements herein contemplated.

 

2.8     Titleto Properties; Absence of Liens and Encumbrances, Etc.; Ownership ofIntellectual Property.

          (a)      Mail Call owns and has good title to itsproperties and assets, free and clear of all mortgages, claims, liens, chargesand encumbrances; (ii) the lien of taxes not yet due and payable or beingcontested in good faith by appropriate proceedings; (iii) such imperfections oftitle and encumbrances, if any, which do not materially detract from the value,or interfere with the use, of the properties and assets of Mail Call orotherwise materially impair any of Mail Call 's business operations;

          (b)      Mail Call owns, licenses or has permissionto use, all required Intellectual Property rights required to operate itsbusiness, including the copyright rights in any software written by Schnellused by Mail Call, which was a work prepared by Schnell as a "work madefor hire" under the federal Copyright Act.

2.9.    Litigation.  There is no claim, actions, suit,proceeding, arbitration, investigation or inquiry pending before any Federal,State, municipal, foreign or other court or governmental, administrative, orself-regulatory body or agency, or any private arbitration tribunal, orthreatened against, relating to or affecting Mail Call or any of its propertiesand assets or the transactions contemplated by this Agreement; nor is there anybasis for any such claim, action, suit, proceeding, arbitration, investigationor inquiry which may have any adverse effect upon Mail Call's business,properties or assets or the transactions contemplated by this Agreement.Neither Mail Call nor any officer, director or employee of Mail Call has beenpermanently or temporarily enjoined by order, judgment or decree of any courtor other tribunal or any agency from engaging in or continuing any conduct orpractice in connection with the business engaged in by Mail Call.  There is not in existence at present anyorder, judgment or decree of any court or other tribunal or any agency enjoiningor requiring Mail Call to take any action of any kind or to which Mail Call orMail Call's properties or assets are subject or bound. Mail Call is not indefault under any order, license, regulation or demand of any Federal, State ormunicipal or other governmental agency or with respect to any order, writ,injunction or decree of any court.

2.10   Booksand Records. All of the books of account and other financial and corporaterecords of Mail Call have been made available to Kensington and its counsel andare in all material respects complete and correct, are maintained in accordancewith good business practices, and are accurately reflected in the FinancialStatements.  The minute books of MailCall contain accurate records of all meetings and accurately reflect all othercorporate action of the shareholders and directors of Mail Call.

2.11.  No Finder.  Mail Call has not taken any action that would give to any personor entity a right to a finder's fee or any type of brokerage commission inrelation to or in connection with the transactions contemplated by thisAgreement.

2.12   Options,Rights of First Refusal, Etc.     Noperson or entity has an option to buy, or a right of first refusal upon, thesale or transfer of any contract or other asset of Mail Call.

3.       Representationsand Warranties of Schnell. Schnell represents and warrants to Kensingtonthat:

3.1     Titleto Stock.  Schnell owns all right,title and interest in and to the Stock to be delivered by Schnell hereunder,free and clear of all liens, encumbrances, equities or claims and, upondelivery of such Stock, Kensington will own all right, title and interest tothe Stock, free and clear of any liens, encumbrances, equities or claims.

3.2     Approvalsand Authority.  Except as providedotherwise herein, all authorizations, approvals and consents necessary for theexecution and delivery by Schnell of this Agreement and for the consummation bySchnell of the transaction contemplated hereby have been given and Schnell hasfull right, power and authority to execute, deliver and perform this Agreement.

3.3     NoViolation of Law or Agreements.  Theexecution and delivery of this Agreement, and the consummation of thetransactions contemplated hereby, will not violate any law, rule or regulationor court or administrative order, or result in a breach or violation of, orconstitute a default (or event which with notice, or lapse of time, or both,would constitute a default) under any agreement, instrument, decree, judgmentor order to which Schnell is a party or by which they are bound.

3.4     NoDebt.  Schnell acknowledges thatMail Call owes Schnell nothing.

3.5     IntellectualProperty Rights.  Mail Call owns,licenses or has per mission to use, all required Intellectual Property rightsrequired to operate its business, including the copyright rights in anysoftware written by Schnell used by Mail Call, all such software being"works made for hire" under the federal Copyright Act.

4.       PhysicalPossession of Software.  Schnellagrees to provide to Kensington a complete working copy of the source code, orcomplete mirror system, and a printout of the source code, for all of thesoftware programs, routines, html, or other software formats used in orrequired to operate the Mail Call business. If any of the source code of the software programs, routines, html, orother software are not the property of Mail Call, then Schnell shall providethe executable software programs, routines, html, or other software for suchsoftware programs, routines, html, or other software.

 

5.       TaxFree Organization.  It is the intentof the parties hereto that the exchange of the Kensington Stock for the Stockin accordance with Paragraph 1 be a tax free exchange under Section368(a)(l)(B) of the Internal Revenue Code of 1986.  All provisions of this Agreement shall be construed accordingly.

6.       Survivalof Representations and Warranties. All statements containing any certificate, instrument, or documentdelivered by or on behalf of any of the parties hereto pursuant to thisAgreement and the transactions contemplated hereby shall be deemedrepresentations, warranties, and covenants of the respective parties.  The representations, warranties, andcovenants of Mail Call and Schnell as contained in this Agreement shall survivethe closing.

7.       Indemnification.  Schnell agrees to indemnify Kensington andhold Kensington harmless from and against any loss, cost, expense liability orother damage suffered by Kensington resulting from or on account of the breachor falsity of any representation, warranty, or covenant made by Schnell.  The foregoing indemnification shall includeany and all costs and expenses, including reasonable attorneys’ fees incurredby Kensington. Kensington shall assert any right of indemnification byfurnishing Schnell with a written notice and list of such charges.  If such right of indemnification is basedupon a claim by a third party, then Kensington shall give Schnell notice withinthirty (30) days after Kensington has notice of any such claim and Schnellshall have the right to contest any such claim by a third party.  All expenses of such contest shall be borneby Schnell.  Any amount claimed byKensington in the manner set forth above that remains unpaid ten (10) daysafter giving notice to Schnell may be set off against all payments onemployment agreements or other obligations which Mail Call or Kensington mayhave to Schnell arising under this Agreement or any other agreement.  Any disputes arising under this paragraphwhich are less than $50,000 may be submitted by either party to the AmericanArbitration Association in the City of Minneapolis, Minnesota for resolution inaccordance with the rules of the American Arbitration Association.

8.       Notices.  All notices hereunder shall be in writingand shall be given by personal delivery or by registered or certified mail,return receipt requested and first class postage prepaid, sent to the addressesstated following or to such other addresses as may be designated in writing.All notices shall be deemed to have been given as of the date of personaldelivery or as of the date of deposit in the United States mail, as the casemay be.

                  RonaldSchnell                  Mail Call, Inc.                  8910 Miramar Parkway                  Suite 208                  Miramar, FL 33025

                  KensingtonInternational Holding Corporation                  Suite 654, InterchangeTower                  600 South Highway 169                  Minneapolis, MN 55426

                  Attn:President

 

9.       AdditionalDocuments.  Upon the request ofKensington, at any time and from time to time following the execution of thisAgreement, Schnell and Mail Call shall immediately execute and deliver suchfurther instruments of assurance, transfer, or authorization as Kensington mayreasonably require in order to complete the transactions contemplated by thisAgreement.

10.     ConditionsPrecedent to Kensington’s Obligations. Each and every obligation of Kensington to be performed on the Date ofClosing shall be subject to satisfaction prior thereto of each and all thefollowing conditions:

          A.      The representations and warranties made byMail Call and or given on its behalf hereunder in this Agreement besubstantially accurate in all material respects on and as of the Date ofClosing with the same effect as though such representations and warranties havebeen made or given on and as of the Date of Closing.

          B.       Mail Call and Schnell shall perform andcomply with all of their obligations under this Agreement which are to beperformed or complied with by or prior to or on the Date of Closing includingthe delivery of documents specified in Paragraph 14 hereof.

          C.      No suit or proceeding shall be threatenedor pending in which it will be or is sought, by anyone, to restrain, prohibit,challenge or obtain damages or other relief in connection with this Agreementor the consummation of the transactions contemplated hereby.

          D.      Kensington and its representatives shallbe satisfied as to the substantial accuracy of all representations andwarranties made under this Agreement.

          E.       Kensington and its representatives shallbe satisfied that there are no terms or provisions in any documents oragreements which are disclosed or copies are provided after the date of thisAgreement that materially adversely affect the business, assets and propertiesof Mail Call.

11.     Dateof Closing. The closing date, time, and place of this transaction shall be____________ _____, 2000, at the offices of Moss & Barnett, 4800 WellsFargo Center, Minneapolis, Minnesota or at such other time and place as may bemutually agreed upon by the parties hereto and shall be as of the opening ofbusiness on such date.  Such date is referredto in this Agreement as the Date of Closing. At the closing, Schnell and Mail Call shall deliver to Kensington eachand all of the following:

A.      A Certificate signed by the officers ofMail Call that the representations and warranties made by Mail Call in thisAgreement are substantially accurate in all material respects on and as of theDate of Closing with the same effect as though such representations andwarranties had been made on or given on and as of the Date of Closing and thatMail Call has performed and complied with all of its obligations under thisAgreement which are to be performed or complied with by or prior to the Date ofClosing.

B.       Acopy certified by the Secretary of Mail Call of the duly adopted resolutions ofthe board of directors of Mail Call authorizing the transactions contemplatedby this Agreement and approving this Agreement.

C.      Astock certificate or certificates representing the Stock.

D.      Executedassignments separate from certificate transferring the Stock to Kensington,executed by both Ronald Schnell and Staci Schnell.

E.       Anyother documents reasonably required by legal counsel for Kensington.

At the closing, Kensington shall deliver toMail Call each and all of the following:

A.      Acopy certified by the Secretary of Kensington of the resolution duly adopted bythe Board of Directors of Kensington approving this Agreement and thetransactions contemplated hereby.

B.       Astock certificate representing the shares of Kensington Stock.

C.      Suchother documents as may be reasonably requested by counsel for Mail Call.

          12.     Entire Agreement.  This Agreement, including the exhibitshereto, contains the entire agreement of the parties and no other prior orcontemporary agreements, oral or written, shall be binding upon the parties.

          13.     Amendment and Modification.  This Agreement shall not be changed ormodified except by a written instrument executed by all parties hereto.

          14.     Assignment.  This Agreement shall be binding upon andinure to the benefit of the parties hereto and their respective successors andassigns.

          15.     Governing Law.  This Agreement shall be construed andinterpreted according to the laws of the State of Minnesota.

          16.     Counterparts.  This Agreement may be executedsimultaneously in two or more counterparts each of which shall be deemed anoriginal part, all of which together shall constitute one and the sameinstrument.

 

          17.     Headings.  The headings of the paragraphs of this Agreement are inserted forconvenience only and shall not constitute a part hereof.

          18.     Representation by Moss & Barnett.  This Agreement has been drafted by membersof the firm of Moss & Barnett.  TheCompany, Mail Call and Schnell acknowledge and understand that representationof all the parties to this Agreement represents a potential or actual conflictof interest on the part of Moss & Barnett in drafting this Agreement andany other documents or Agreements arising out of this Agreement and thereforefurther acknowledge that Moss & Barnett only represents the Company withrespect to the drafting of this Agreement and other documents or Agreementsarising out of this Agreement.  TheCompany, Mail Call and Schnell acknowledge that they have sought the advice ofoutside counsel, or have been given the opportunity to do so, regardingentering into the Agreement and thereby waive (a) the right to object to Moss& Barnett’s continued representation of the Company, and (b) the right toassert this conflict or potential conflict of interest as the basis for makinga claim against either the Company or Moss & Barnett.

          INWITNESS WHEREOF, the parties hereto have hereunto set their hands all as of theday and year first above written.

|   | KENSINGTON INTERNATIONAL     |
|--------|------------------------------|
|   | HOLDING CORPORATION          |
|   |                              |
|   | By Mark Haggerty             |
|   | Its President                |
|   |                              |
|   | MAIL CALL, INC.              |
|   |                              |
|   | By:   Ronald Schnell    |
|   | Its:   President        |
|   |                              |
|   | Ronald Schnell, Individually |
|   |                              |
|   | Staci Schnell, Individually  |