EXHIBIT 10.5

STOCK PURCHASE AND ASSET SALE AGREEMENT

This  Agreement  is made this 4th day of November,  1998 between  Inter-American
Telecommunications   Corporation   ("Buyer")  and  Combined   Telecommunications
Consultancy, Ltd. ("Seller").

RECITALS

The Buyer was  organized  for the purpose of  consolidating  the  operations  of
certain  enterprises  engaged in the commerce and  transmission  of domestic and
international  long  distance  telephone  and  related  services.  The Seller is
engaged in  consulting  services  and the  marketing  and sale of long  distance
telephone  service  products.  The  Buyer  will be  engaged  in the  direct  and
multilevel  agency  marketing and sale of long distance  service and products as
well as switching  and transport of voice,  fax and data  telephone and Internet
traffic and related services.

In order to promote and bring about greater synergies of effort and economies of
scale, the Buyer has agreed to purchase and the Seller has agreed to sell all of
the assets described herein.

1.       PARTIES:

1.1  Inter-American  Telecommunications  Holding  Corporation,  the Buyer,  also
     referred to as "ITHC," a Delaware  corporation with 10,000 common shares of
     authorized capital stock with no par value.

1.2  Combined Telecommunications  Consultancy, Ltd., the Seller also referred to
     as "CTC," a Delaware corporation.

1.3  ITHC and CTC are hereinafter collectively referred to as the "Parties."

2.       CONSIDERATION:

2.1  The Seller  has agreed to sell,  transfer  and  exchange  all of the herein
     described  assets  owned by it to the Buyer  and the  Buyer  has  agreed to
     purchase those assets for and in consideration of:

     a.   One Thousand (1,000) shares of the Buyer's common stock, and

     b.   Payment of $800,000 cash, and

     c.   A contract of employment in favor of Peter Tilyou as Managing Director
          of the Business  Systems Division of ITHC for a period of 3 years with
          an annual base salary of $120,000, and

     d.   Provision of $400,000 of working  capital,  over and above the current
          level of  operating  costs to cover  business  expansion  and staffing
          requirements  for  the CTC  Business  Systems  Division  over a 3 year
          period.

3.       ASSETS SELLER WILL DELIVER AT TIME OF CLOSING:

3.1  An  electronically  archived  customer data base  consisting of 41,415 long
     distance dial-around subscriber accounts.

4.       SELLER'S REPRESENTATIONS AND WARRANTIES:

4.1  Seller warrants that pursuant to its articles of incorporation  and by-laws
     it has the legal  right to enter into the  present  Agreement.  Seller also
     warrants  that it has the  required  corporate  authority to enter into and
     conclude  this   transaction   as  evidenced  by  the  attached   corporate
     resolution.

4.2  That the  transaction  provided for in this  Agreement is not prohibited or
     affected by indentures,  mortgages,  loans, credit  arrangements,  or other
     agreements.

4.3  Seller warrants it has good title to the above listed assets.

4.4  Seller  warrants  that  affecting  it  there  is  no  litigation   pending,
     outstanding,  or adverse  actions known.  4.5 Seller  warrants it holds all
     permits,  licenses,  approvals  required  by law  for  the  conduct  of its
     business.

5.       BUYER WILL DELIVER AT TIME OF CLOSING:

5.1  The shares of stock provided for in paragraph 2.1(a),

5.2  A promissory note made by the Buyer in favor of the Seller in the amount of
     $800,000  as  provided  for in  paragraph  2.1(b),  and 5.3  Delivery of an
     executed contract of employment provided for in paragraph 2.1(c).

6.       TERMS OF DEFAULT BY BUYER OR SELLER:

6.1  Failure of any party to the Agreement  insisting upon strict performance of
     the provisions  hereof shall not be construed as waiving their rights under
     it.

6.2  Default  by either  party in their  performance  of the  provisions  of the
     Agreement  constitutes legal basis for the rescission or termination by the
     other party.

6.3  Either party shall have 30 days from date of  notification  of such default
     to cure or remedy the default.

7.       BUYER'S REPRESENTATIONS AND WARRANTIES:

7.1  The  execution,  delivery,  and  performance  of this  Agreement  has  been
     authorized  properly and is a valid and legally  binding  obligation of the
     Buyer.

7.2  There are no actions,  suits or  proceedings  that have been  instituted or
     threatened by a court or government  agency or body that casts doubt on the
     Buyer's ability to conclude this Agreement, or its legality or validity.

8.       OBLIGATIONS OF THE SELLER AND THE BUYER:

8.1  Both Seller and Buyer declare that all applicable laws and regulations that
     may  affect the  execution  and  fulfillment  of this  Agreement  have been
     complied with.

8.2  Seller shall be responsible for the full and orderly  transfer and delivery
     to the Buyer of the assets listed in paragraph 3.1.

8.3  Buyer shall carry out the completion of this Agreement in all respects.

9.       INDEMNIFICATION:

9.1  Seller shall  indemnify  Buyer  against  losses or costs arising out of (1)
     liabilities that were not  contemplated or disclosed,  but that should have
     been, (2) misrepresentations, or (3) breaches of warranties.

9.2  No adjustments or indemnification to purchase price shall, however, be made
     that will affect the  integrity of the number of Buyer's  shares issued and
     transferred to Seller.

10.      CLOSING:

10.1 Closing of this  transaction  shall take place concurrent with execution of
     this Agreement by the Parties.

11.      MISCELLANEOUS:

11.1 This Agreement shall be binding upon the legal  successors and assignees of
     the parties.

11.  2 Notices to the parties shall be communicated as follows:

           Seller:            Peter Tilyou, CTC
                              2608 Second Avenue, Suite 108
                              Seattle, WA 98121
           Buyer:             Richard Belin, ITHC
                              2608 Second Avenue, Suite l08
                              Seattle, WA 98121

11.3 This Agreement and attached  exhibits are complete and represent the entire
     agreement  between the parties,  and supersede  other prior  agreements and
     understandings.

11.4 This Agreement is subject to the laws and jurisdiction of the courts of the
     State of Delaware.

12. EXHIBITS:

12.1 Seller's Corporate Resolution

12.2 Buyer's  Promissory  Note 12.3  Peter  Tilyou's  Employment  Contract  12.4
     Buyer's Corporate Resolution 12.5 Annex A, List of Assets

     IN WITNESS  WHEREOF,  the Parties have caused this Agreement to be executed
as of the day and year set forth above.

Inter-American Telecommunications Holding Corporation


By:/s/Richard E. Belin
   ------------------------------------
   Richard E. Belin, Authorized Officer


Combined Telecommunications Consultancy, Ltd.


By:/s/Peter Tilyou
   --------------------------------
   Peter Tilyou, Authorized Officer



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PROMISSORY NOTE

         November 4, 1999                                     $800,000


         On or before one year from the date hereof,  without grace,  we promise
         to pay to the order of Combined  Telecommunications  Consultancy,  Ltd.
         (DE), at its offices in Seattle,  Washington,  the sum of EIGHT HUNDRED
         THOUSAND  DOLLARS  ($800,000)  together with interest at the rate of 8%
         per annum until paid. We waive demand and presentment.  In case suit is
         instituted to effect  collection we agree to pay  reasonable  attorneys
         fees, which shall not in any circumstance  exceed 15% of the face value
         hereof.

         Inter-American Telecommunications Holding Corporation (DE)

         By:
            ------------------------------------
            Richard E. Belin, Authorized Officer




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