EXHIBIT B

                            SHARE EXCHANGE AGREEMENT


                            SHARE EXCHANGE AGREEMENT

                                   DATED AS OF

                                  JUNE 30, 2000

                                      AMONG

                                 OLD NIGHT, INC.

                     INTERNATIONAL LONG DISTANCE CORPORATION

                                       AND

                               THE STOCKHOLDERS OF
                INTERNATIONAL LONG DISTANCE CORPORATION LISTED ON
                      THE SIGNATURE PAGES OF THIS AGREEMENT


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                                TABLE OF CONTENTS


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                                                                                                               PAGE
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ARTICLE I - DEFINITIONS
         Section 1.1 Definitions..................................................................................1

ARTICLE II - EXCHANGE OF SHARES
         Section 2.1 Exchange of Shares...........................................................................2
         Section 2.2 Closing......................................................................................2
         Section 2.3 FIRPTA Withholding...........................................................................3

ARTICLE III - REPRESENTATIONS AND WARRANTIES OF ILDC
         Section 3.1 Corporate Existence and Power................................................................3
         Section 3.2 Corporate Authorization......................................................................3
         Section 3.3 Governmental Authorization...................................................................3
         Section 3.4 Non-Contravention............................................................................3
         Section 3.5 Capitalization...............................................................................3
         Section 3.6 Subsidiaries.................................................................................3
         Section 3.7 Financial Statements.........................................................................4
         Section 3.8 Absence of Certain Changes...................................................................4
         Section 3.9 No Undisclosed or Contingent Liabilities.....................................................5
         Section 3.10 Material Contracts..........................................................................5
         Section 3.11 Litigation..................................................................................6
         Section 3.12 Compliance with Laws and Court Orders.......................................................6
         Section 3.13 Title to Properties: Encumbrances...........................................................6
         Section 3.14  Equipment..................................................................................6
         Section 3.15 Taxes.......................................................................................6
         Section 3.16 Consents and Approvals......................................................................6
         Section 3.17 Insurance...................................................................................6
         Section 3.18 Customers and Suppliers.....................................................................7
         Section 3.19 Accounts Receivable.........................................................................7
         Section 3.20 Certain Interests...........................................................................7
         Section 3.21  Intellectual Property......................................................................7
         Section 3.22 Employee Benefit Plans......................................................................8
         Section 3.23 Labor Matters...............................................................................8
         Section 3.24 Licences and Permits........................................................................8
         Section 3.25  Personnel..................................................................................8
         Section 3.26 Bank Accounts...............................................................................8
         Section 3.27 Environmental Matters.......................................................................8
         Section 3.28 Disclosure..................................................................................9

ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS AS TO THEMSELVES
         Section 4.1 Capacity.....................................................................................9
         Section 4.2 Title........................................................................................9
         Section 4.3 Valid Agreement..............................................................................9
         Section 4.4 Litigation...................................................................................9
         Section 4.5 Trust Constitution and Power.................................................................9
         Section 4.6 Governmental Authorization; Consents.........................................................9
         Section 4.7 Non-Contravention...........................................................................10
         Section 4.8 Acquisition for Investment; Informed Decision...............................................10

ARTICLE V - REPRESENTATIONS AND WARRANTIES OF OLD NIGHT
         Section 5.1 Corporate Existence and Power...............................................................10
         Section 5.2 Corporate Authorization.....................................................................10
         Section 5.3 Governmental Authorization..................................................................10
         Section 5.4 Non-Contravention...........................................................................10
         Section 5.5 Capitalization..............................................................................11
         Section 5.6 Reports and Financial Statements............................................................11
         Section 5.7 Litigation..................................................................................12


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         Section 5.8 Validity of Stock...........................................................................12
         Section 5.9  No Undisclosed or Contingent Liabilities...................................................12
         Section 5.10   Absence of Certain Changes...............................................................12
         Section 5.11 Litigation. Orders.........................................................................12
         Section 5.12 Title to Properties: Encumbrances..........................................................12
         Section 5.13 Equipment..................................................................................12
         Section 5.14  Compliance with Law.......................................................................12
         Section 5.16 Consents and Approvals.....................................................................13
         Section 5.17 Contracts, Commitments and Returns.........................................................13
         Section 5.18  Insurance.................................................................................13
         Section 5.19 Accounts Receivable........................................................................13
         Section 5.20 Certain Interests..........................................................................13
         Section 5.21  Employee Benefit Plans....................................................................13
         Section 5.22 Labor Matters..............................................................................13
         Section 5.23 Personnel..................................................................................13
         Section 5.24 Environmental..............................................................................13
         Section 5.25 Securities Laws............................................................................13
         Section 5.26 Disclosure.................................................................................14

ARTICLE VI - COVENANTS OF ILDC AND THE STOCKHOLDERS
         Section 6.1 Conduct of ILDC.............................................................................14
         Section 6.2 ILDC Common Shares..........................................................................16
         Section 6.3 Access to Information.......................................................................16

ARTICLE VII - ADDITIONAL COVENANTS OF THE PARTIES
         Section 7.1 Best Efforts................................................................................16
         Section 7.2 Old Night Annual Stockholder Meeting; Information Statement.................................16
         Section 7.3 Certain Filings.............................................................................17
         Section 7.4 Public Announcements........................................................................17
         Section 7.5 Notices of Certain Events...................................................................17

ARTICLE VIII - CONDITIONS TO CLOSING
         Section 8.1 Conditions to Obligations of Old Night and the Stockholders.................................17
         Section 8.2 Conditions to Obligation of Old Night.......................................................18
         Section 8.3 Conditions to Obligations of Stockholders...................................................18

ARTICLE IX - TERMINATION
         Section 9.1 Grounds for Termination.....................................................................19
         Section 9.2 Effect of Termination.......................................................................19

ARTICLE X -  MISCELLANEOUS
         Section 10.1 Survival...................................................................................20
         Section 10.2 Notices....................................................................................20
         Section 10.3 Amendments and Waivers.....................................................................21
         Section 10.4 Expenses...................................................................................21
         Section 10.5 Successors and Assigns.....................................................................21
         Section 10.6 Governing Law..............................................................................21
         Section 10.7 Jurisdiction...............................................................................21
         Section 10.8 Counterparts; Third Party Beneficiaries....................................................21
         Section 10.9 Entire Agreement...........................................................................22
</TABLE>


<PAGE>



                            SHARE EXCHANGE AGREEMENT


                  THIS  AGREEMENT  dated as of June 30,  2000  among Old  Night,
Inc.,  a  Nevada   corporation  ("Old  Night"),   International   Long  Distance
Corporation, a North Carolina corporation ("ILDC"), and the Stockholders of ILDC
listed  on the  signature  pages of this  Agreement  (each a  "Stockholder"  and
collectively, the "Stockholders").

                  WHEREAS, each Stockholder is the owner of the number of shares
of common stock,  par value $1.00 per share,  of ILDC ("ILDC Common Shares") set
forth  next to the  name of such  Stockholder  on the  signature  pages  of this
Agreement,  such  shares  representing  in the  aggregate  80% of the issued and
outstanding ILDC Common Shares;

                  WHEREAS,  the  Stockholders  and Old Night desire to effect an
exchange (the  "Exchange") of ILDC Common Shares for shares of common stock, par
value $0.001 per share,  of Old Night (the " Old Night Common  Shares"),  on the
terms and subject to the conditions set forth in this Agreement;

                  WHEREAS, for federal income tax purposes,  it is intended that
the Exchange shall qualify as a  reorganization  under the provisions of Section
368(a) of the Internal Revenue Code of 1986, as amended (the "Code")

                  WHEREAS,  the obligation of the Stockholders to consummate the
Exchange  is subject to the  approval  by the  stockholders  of Old Night of the
appointment of Messrs. Anthony Overman, Don Spears and Mark Sampson to the Board
of Directors of Old Night and the  amendment to the Old Night  Charter to change
its name to NxGen  Networks,  Inc.,  such  appointments  and name change to take
effect only if the Exchange is consummated; and

                  WHEREAS,  the Board of  Directors  of Old Night (the "Board of
Directors") has approved this Agreement,  subject to the approval thereof by the
stockholders of Old Night in accordance with this Agreement, the requirements of
Nevada corporate law.

                  NOW, THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

Section 1.1 Definitions.

  (a)          The following terms, as used herein, have the following meanings:

                  "Affiliate"  means,  with  respect  to any  Person,  any other
                  Person directly or indirectly  controlling,  controlled by, or
                  under  common  control  with such  Person;  PROVIDED  that for
                  purposes of this Agreement,  unless express  provision is made
                  to the contrary,  (i) neither ILDC nor any of its Subsidiaries
                  nor any  Stockholder  shall be  considered an Affiliate of Old
                  Night and (ii)  neither Old Night nor any of its  Subsidiaries
                  shall be considered an Affiliate of ILDC.

                  "Balance Sheet" means the  consolidated  balance sheet of ILDC
                   and its Subsidiaries as of December 31, 1999.

                  "Balance Sheet Date" means December 31, 1999.



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                  "Benefit  Arrangements"  means all life and health  insurance,
                  hospitalization,   savings,   bonus,  deferred   compensation,
                  incentive compensation, holiday, vacation, severance pay, sick
                  pay,  sick leave,  disability,  retirement  benefits,  tuition
                  refund,  service award, company car, scholarship,  relocation,
                  fringe benefit,  contracts,  collective bargaining agreements,
                  workers' compensation,  individual employment,  consultancy or
                  severance  contracts and other  policies  (whether  written or
                  oral)  or  practices   of  providing   employee  or  executive
                  compensation  or benefits to employees  which in any such case
                  is or was  maintained,  administered or contributed to by ILDC
                  or its  Subsidiaries  or in  which  ILDC  or its  Subsidiaries
                  participates  or participated  and which provides  benefits to
                  current or former employees of ILDC or its Subsidiaries, other
                  than Employee Benefit Plans.

                  "Closing Date" means the date of the Closing.

                  "Material  Adverse  Effect"  means an  effect  that  would (i)
                  result in ILDC and its Subsidiaries having, as of or after the
                  Closing, any liabilities that would result or could reasonably
                  be  expected  to result in any  liability  that is material to
                  ILDC  and its  Subsidiaries,  taken  as a  whole,  other  than
                  liabilities  as to which ILDC has  disclosed to Old Night,  or
                  (ii)  adversely  affect or delay in any  material  respect the
                  consummation   of  the   transactions   contemplated  by  this
                  Agreement.

                  "1934  Act"  means the  Securities  Exchange  Act of 1934,  as
                  amended, and the rules and regulations promulgated thereunder.

                  "Person"  means  an  individual,   corporation,   partnership,
                  association, trust or other entity or organization,  including
                  a  government  or  political   subdivision  or  an  agency  or
                  instrumentality thereof.

                  "Pro Rata Share"  means with respect to any  Stockholder,  the
                  ratio  determined by dividing the number of ILDC Common Shares
                  owned by such  Stockholder  as of the Closing by the number of
                  ILDC  Common  Shares  owned  by  all  Stockholders  as of  the
                  Closing.

                  "Subsidiary"  means, with respect to any Person, any entity of
                  which securities or other ownership  interests having ordinary
                  voting  power to elect a majority of the board of directors or
                  other  persons  performing  similar  functions are at the time
                  directly or indirectly owned by such Person.

                                   ARTICLE II
                               EXCHANGE OF SHARES

Section 2.1 Exchange of Shares.  On the terms and subject to the  conditions  of
this Agreement,  each Stockholder agrees to exchange ILDC Common Shares owned by
it  for  the  number  of  Old  Night  Common  Shares  set  forth  opposite  such
Stockholder's name on the signature page of this Agreement.

Section 2.2 Closing.  The closing  (the  "Closing")  of the Exchange  shall take
place at the offices of ILDC, Global Tech Center,  Hertford,  North Carolina, as
soon as possible,  but in no event sooner than five business days nor later than
10 business days, after  satisfaction of the conditions set forth in Article IX,
or at such other time or place as Old Night and the  Stockholders  may agree. At
the Closing:

     (a) Each  Stockholder  shall  deliver  to Old Night  certificates  for ILDC
         Common  Shares being  exchanged by such  Stockholder  duly  endorsed or
         accompanied  by stock powers duly endorsed in blank,  with any required
         transfer stamps affixed thereto.

     (b)          ILDC shall deliver to Old Night:

         (i)      a certificate, dated as of the Closing Date and executed by an
                  authorized officer of ILDC certifying the fulfillment
                  of the conditions specified in Article VIII, and
         (ii)     a  certificate,  dated as of the Closing  Date and executed by
                  the   Secretary  of  ILDC   certifying   ILDC's   articles  of
                  incorporation  and all  amendments,  bylaws and resolutions of
                  ILDC's board of directors attached to the certificate.

     (c)          Old Night shall deliver to ILDC:

         (i)      a certificate, dated as of the Closing Date and executed by
                  an authorized officer of Old Night certifying the
                  fulfillment of the conditions specified in Article VIII, and
         (ii)     a  certificate,  dated as of the Closing  Date and executed by
                  the Secretary of Old Night  certifying Old Night's articles of
                  incorporation  and all  amendments,  bylaws and resolutions of
                  Old Night's board of directors attached to the certificate.


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Old Night shall deliver to each Stockholder  appropriately legended certificates
for the number of Old Night Common Shares  contemplated  by Section 2.1 no later
than five days from Closing.

Section 2.3 FIRPTA  Withholding.  Unless Old Night shall have received from each
of the Stockholders  certification signed by such Stockholder to the effect that
such  Stockholder  is not a "foreign  person" as defined in Section  1445 of the
Code,  Old Night shall  withhold and remit to the Internal  Revenue  Service the
amount  required by Section 1445 of the Code to be withheld with respect to such
Stockholder.

                                   ARTICLE III
                     REPRESENTATIONS AND WARRANTIES OF ILDC

ILDC represents and warrants to Old Night that:

Section  3.1  Corporate   Existence  and  Power.  ILDC  is  a  corporation  duly
incorporated,  validly  existing  and in good  standing  under the laws of North
Carolina and has all corporate  powers and all material  governmental  licenses,
authorizations,  permits,  consents  and  approvals  required  to  carry  on its
business as now conducted.  ILDC has heretofore  delivered to Old Night true and
complete copies of its certificate of  incorporation  and bylaws as currently in
effect.  Except as set forth on  Schedule  3.1,  ILDC does not do  business as a
foreign  corporation in any jurisdiction  where the failure to be qualified as a
foreign  corporation  would have a material  adverse  effect on the  operations,
condition (financial or other),  assets,  liabilities,  earnings or prospects of
ILDC.

Section 3.2 Corporate Authorization.  The execution, delivery and performance by
ILDC of this  Agreement  are within ILDC's  corporate  powers and have been duly
authorized by all necessary corporate action on the part of ILDC. This Agreement
constitutes a valid and binding agreement of ILDC.

Section 3.3 Governmental Authorization.  The execution, delivery and performance
by ILDC of this Agreement require no action by or in respect of, or filing with,
any governmental body, agency or official or any other applicable requirements.

Section 3.4 Non-Contravention.  The execution,  delivery and performance by ILDC
of this Agreement do not and will not:

     (a) violate the certificate of incorporation or bylaws of each of  ILDC and
         its Subsidiaries,

     (b) assuming  compliance  with the  matters  referred to in Section 3.3 and
         4.6,  violate  in  any  material  respect  any  applicable  law,  rule,
         regulation, judgment, injunction, order or decree, or

     (c) require any consent or other action by any Person under, other than set
         out in Schedules 3.4, 3.10 and 3.13, or constitute a default under,  or
         give rise to any right of termination,  cancellation or acceleration of
         any right or obligation of ILDC or any of its Subsidiaries or to a loss
         of any  benefit to which ILDC or any of its  Subsidiaries  is  entitled
         under, any material  agreement or other  instrument  binding on ILDC or
         any of its Subsidiaries or any material license,  franchise,  permit or
         other similar authorization held by ILDC or any of its Subsidiaries.

Section 3.5  Capitalization.  The  authorized  capital stock of ILDC consists of
11,000,000  shares of Common  Stock with a par value of $1.00 per share of which
5,500,000  shares  are  outstanding  as of  the  date  of  this  Agreement.  All
outstanding  shares of  capital  stock of ILDC have  been  duly  authorized  and
validly issued and are fully paid and  non-assessable.  None of the  outstanding
shares of capital  stock of ILDC has been issued in violation  of, or is subject
to, any preemptive or subscription  rights.  Except as set forth in Schedule 3.7
(with  respect to the options which may be granted to BDR,  Inc.),  there are no
outstanding  subscriptions,  stock  options,  stock  warrants,  options or other
rights to acquire from ILDC, or other  obligation of ILDC to issue,  any capital
stock,  voting  securities or securities  convertible  into or exchangeable  for
capital stock or voting  securities of ILDC. A complete list of the stockholders
of ILDC and the number and class of shares held is shown on Schedule 3.5.

There are no outstanding obligations of ILDC to repurchase,  redeem or otherwise
acquire any ILDC Shares.

Section 3.6 Subsidiaries. ILDC has no subsidiaries. ILDC has, or has had, equity
investments in the entities referenced in Schedule 3.6.


<PAGE>



Section 3.7 Financial Statements.  ILDC has delivered to Old Night copies of the
regularly-prepared consolidated balance sheet of ILDC and its Subsidiaries as of
December 31, 1999 and the related regularly-prepared  consolidated statements of
income and changes in retained earnings for each of the years ended December 31,
1998 and 1997. Such financial  statements  present fairly the financial position
of ILDC and its  Subsidiaries  as of the  dates  thereof  and their  results  of
operations and changes in retained  earnings for the periods then ended, in each
case prepared on a tax basis, except as set forth on Schedule 3.7.

Section 3.8  Absence of Certain  Changes.  Except as set forth on Schedule  3.8,
since the date of the ILDC Balance  Sheet,  ILDC has conducted its business only
in the ordinary course and consistent with part practice, and has not:

     (a)  Suffered  any material  adverse  change in its  operations,  condition
          (financial  or  otherwise),  assets,  liabilities,  earnings,  working
          capital or prospects;

     (b) Incurred any liabilities or obligations (absolute,  accrued, contingent
         or otherwise)  except  immaterial items incurred in the ordinary course
         of business and consistent with past practice (including obligations or
         liabilities  arising  from one  transaction  or a series of  related or
         similar  transactions,  and all periodic installments or payments under
         any lease of other  agreement  providing for periodic  installments  or
         payments,  as a single  obligation  or  liability),  or  increased,  or
         experienced  any  change in any  assumptions  underlying  or methods of
         calculating, any bad debt, contingency or other reserves;

     (c) Paid,  discharged or satisfied any claims,  liabilities  or obligations
         (absolute,  accrued,  contingent or otherwise)  other than the payment,
         discharge  or  satisfaction  in the  ordinary  course of  business  and
         consistent with past practice of liabilities and obligations  reflected
         or  reserved  against  in the ILDC  Balance  Sheet or  incurred  in the
         ordinary course of business and consistent with past practice since the
         date of the ILDC balance Sheet;

     (d)  Permitted  or  allowed  any  of  its  assets  to be  subjected  to any
          mortgage, pledge, lien, security interest encumbrance,  restriction or
          charge of any kind;

     (e)  Written   down  the  value  of  any   inventory   or  written  off  as
          uncollectible any notes or accounts receivable;

     (f)  Canceled  any debts or  waived  any  claims  or rights or  substantial
          value;

     (g)  Sold,  transferred  or otherwise  disposed of any of its properties or
          assets,  except in the ordinary course of business and consistent with
          past practice;

     (h) Disposed of or  permitted to lapse any rights to the use of any patent,
         trademark,  trade name,  service mark or  copyright,  or disposed of or
         disclosed to any person any trade secret, formula,  process or know-how
         not therefore a matter of public knowledge;

     (i) Granted  any  general   increase  in  the   compensation  of  employees
         (including  any such increase  pursuant to any bonus,  pension,  profit
         sharing  or  other  plan  or   commitment)   or  any  increase  in  the
         compensation payable or to become payable to any employee, and not such
         increase is customary  on a periodic  basis or required by agreement or
         understanding;

     (j)  Made any  capital  expenditure  or  commitment  for  additions  to its
          property, equipment or intangible capital assets in excss of $100,000;

     (k) Made any change in any method of accounting  or accounting  practice or
         failed to maintain  its books,  accounts  and  records in the  ordinary
         course of business and consistent with past practice;

     (l)  Failed to maintain  any  properties  or  equipment  in good  operating
          condition and repair;

     (m)  Failed to maintain in full force and affect all  existing  policies of
          insurance at least at such levels as were in effect prior to such date
          or canceled  any such  insurance or taken or failed to take any action
          that would enable the insurers under such policies to avoid  liability
          for claims arising out of occurrences prior to the Closing;


<PAGE>


     (n) Entered  into any  transaction  or made or  entered  into any  material
         contract or commitment,  or terminated or amended any material contract
         or commitment, except in the ordinary course of business and consistent
         with past practice, and not in excess of current requirements;

     (o) Taken any  action  that could  have a  material  adverse  effect on its
         business  organization or its current relationships with its employees,
         suppliers,  distributors,  advertisers,  subscribers  or others  having
         business relationships with it;

     (p) Declared,  paid  or  set  aside  for  payment  and  dividend  or  other
         distribution in respect of its capital stock or redeemed,  purchased or
         otherwise acquired,  directly or indirectly,  any shares of its capital
         stock or other securities; or

     (q)  Agreed in writing or  otherwise to take any action with respect to any
          of the matters described in this Section 3.8.

Section 3.9 No  Undisclosed  or Contingent  Liabilities.  Except as set forth on
Schedule 3.9, ILDC has no  liabilities  or  obligations  of any nature  (whether
absolute,  accrued,  contingent  or otherwise  and whether due or to become due)
that are not fully  reflected on the ILDC Balance Sheet,  except for liabilities
and  obligations  incurred in the  ordinary  course of  business  since the date
thereof,  and there is no basis for the assertion  against ILDC of any liability
or obligation of any nature  whatsoever not fully  reflected on the ILDC Balance
Sheet.

Section 3.10 Material Contracts.

     (a)          Except as disclosed in Schedule 3.10, ILDC is not a party to
                  or bound by:

          (i)  any lease  (whether  of real or  personal  property),  other than
               leases which in the aggregate provide for annual payments of less
               than $50,000;
          (ii) any  agreement for the purchase of  materials,  supplies,  goods,
               services,  equipment or other assets that will continue in effect
               after  the  Closing  other  than  such  agreements  which  in the
               aggregate provide for payments of less than $50,000;
          (iii)any sales,  distribution  or other similar  agreements  providing
               for the  sale by ILDC or any of its  Subsidiaries  of  materials,
               supplies,  goods,  services,  equipment or other assets that will
               continue in effect  after the Closing  involving  payments in the
               aggregate in excess of $25,000;
          (iv) any  partnership,  joint  venture or other  similar  agreement or
               arrangement;
          (v)  any agreement  relating to the  acquisition or disposition of any
               business  (whether  by merger,  sale of stock,  sale of assets or
               otherwise);
          (vi) any agreement  relating to indebtedness for borrowed money or the
               deferred  purchase  price of property  (in either  case,  whether
               incurred, assumed, guaranteed or secured by any asset);
          (vii)any license,  franchise or similar agreement other than licenses,
               franchises  or  agreements  which in the  aggregate  provide  for
               payments of less than $50,000;
          (viii) any agency,  dealer, sales  representative,  marketing or other
               similar agreements that will continue in effect after the Closing
               involving payments in excess of $25,000;
          (ix) any  agreement  that  limits  the  freedom  of ILDC or any of its
               Subsidiaries  to  compete  in any  line of  business  or with any
               Person or in any area or which would so limit the freedom of ILDC
               or any of its Subsidiaries after the Closing Date;
         (x)   any material agreement with:

                  (A)      any Stockholder or any of its Affiliates,
                  (B)      any  Person  5% or more of whose  outstanding  voting
                           securities   are   directly  or   indirectly   owned,
                           controlled or held with power to vote by ILDC, or
                  (C)      any  director  or  officer  of  ILDC  or  any  of its
                           Affiliates  or any  "associates"  or  members  of the
                           "immediate  family"  (as such terms are  respectively
                           defined in Rule 12b-2 and Rule 16a-1 of the 1934 Act)
                           of any such director or officer; or

          (xi) any other  material  agreement,  commitment,  arrangement or plan
               involving  ILDC or any of its  Subsidiaries  that  will  continue
               after the Closing.



<PAGE>


     (b) Neither ILDC nor any of its Subsidiaries  nor, to the knowledge of ILDC
         or any Stockholder,  any other party to any agreement,  contract, plan,
         lease, license, franchise,  permit or other authorization,  arrangement
         or commitment  disclosed in any Schedule to this  Agreement or required
         to be disclosed pursuant to this Section is in default or breach in any
         material respect under the terms of any such agreement, contract, plan,
         lease, license, franchise,  permit or other authorization,  arrangement
         or commitment.

Section  3.11  Litigation.  Except as disclosed  on Schedule  3.11,  there is no
action,  suit,  investigation  or  proceeding  pending by or against  or, to the
knowledge  of  ILDC,  threatened  against  or  affecting,  ILDC  or  any  of its
Subsidiaries or any of their  respective  properties  (whether now or previously
owned)  before  any court or  arbitrator  or any  governmental  body,  agency or
official,  which could reasonably be expected to result in a material  liability
to ILDC or any of its Subsidiaries or which in any manner challenges or seeks to
prevent, enjoin, alter or materially delay the transactions contemplated by this
Agreement.

Section 3.12 Compliance with Laws and Court Orders. To the best of its knowledge
ILDC is not in violation in any material respect of, and has not since inception
violated  in  any  material  respect,  any  applicable  law,  rule,  regulation,
judgment, injunction, order or decree.

Section 3.13 Title to Properties:  Encumbrances. Except as set forth on Schedule
3.13,  ILDC does not own or lease any real property.  ILDC has good,  marketable
and  defensible  title  to all of  its  properties  and  assets,  including  any
vehicles,  free and clear of all liens,  charges and encumbrances,  except liens
for taxes  not yet due and  payable  and such  liens or other  imperfections  of
title,  if any,  that do not  materially  detract from the value of or interfere
with the present use of the property  affected thereby or that would not and are
not reasonably likely to have a Material Adverse Effect, and all leases pursuant
to which ILDC leases other real or personal  property,  including  any vehicles,
are in good standing,  valid and effective in accordance  with their  respective
terms,  and there is not under any such lease any  existing  default or event of
default (or to ILDC's knowledge any event which with notice or lapse of time, or
both, would constitute a default).

Section 3.14 Equipment.  The equipment of ILDC has no known material defects and
is in good operating  condition and repair (ordinary wear and tear excepted) and
is adequate  for its current  uses.  None of such  equipment is in need of known
maintenance or repairs except for ordinary routine  maintenance and repairs that
are not material in nature or cost.

Section 3.15 Taxes.

     (a) ILDC has timely filed (including any applicable  extension periods) all
         tax  reports,  returns  and forms  required  to be filed by  applicable
         federal,  state,  local or  foreign  tax  laws,  and all such  reports,
         returns and forms are correct and  complete;  copies of all tax returns
         for  ILDC  in  respect  of all  years  not  barred  by the  statute  of
         limitations  have been  delivered by ILDC to Old Night.  None of ILDC's
         tax  returns  have been  examined  or audited by the  Internal  Revenue
         Service or any other state or local taxing authority.

     (b) Except as set forth in Schedule 3.15, ILDC has timely paid all federal,
         state, local and foreign income payroll,  withholding,  excise,  sales,
         use,  real and  personal  property,  use and  occupancy,  business  and
         occupancy,  business and occupation,  mercantile,  real estate, capital
         stock and  franchise or other tax due or claimed to be due from ILDC by
         the Internal  Revenue Service or any Authority.  No tax liens have been
         filed on any  property  or  assets  of ILDC  and no  claims  are  being
         asserted with respect to any taxes.

     (c) ILDC has  complied  with all  applicable  laws,  rules and  regulations
         relating to the payment and  withholding  of taxes and has withheld all
         amounts  required by law to be  withheld  from the wages or salaries of
         its  employees,  and is not liable for any taxes or other  charges  for
         failure to comply with such laws, rules and regulations.

Section 3.16 Consents and Approvals.  Except as set forth on Schedule 3.16, ILDC
is not  required to obtain,  transfer or cause to be  transferred  any  consent,
approval,  license, permit or authorization of, or make any declaration,  filing
or  registration  with,  any  third  party  or any  governmental  or  regulatory
authority in connection  with (a) the execution and delivery of this  Agreement,
(b) the  execution and delivery of any agreement  contemplated  hereby,  (c) the
consummation  of the  transactions  contemplated  hereby or  thereby  or (d) the
ownership and operation by Old Night of ILDC.



<PAGE>


Section 3.17 Insurance. All policies of fire, medical, life, liability,  product
liability, workmen's compensation, health and other forms of insurance currently
in effect with  respect to ILDC's  business  are in full force and  effect,  all
premiums  with  respect  thereto  covering all periods up to and  including  the
Closing  Date have been  paid,  and no notice of  cancellation,  termination  or
non-renewal has been received with respect to any such policy. Such policies are
sufficient for compliance with all  requirements of law and of all agreements to
which ILDC is a party, are valid, outstanding and enforceable policies;  provide
adequate  insurance  coverage for ILDC's  business;  and the  coverage  provided
thereby,  with respect to any act or event  occurring on or prior to the Closing
Date,  will not in any way be affected by or terminate or lapse by reason of the
transactions contemplated by this Agreement. No risks with respect to the ILDC's
business are or have been designated by ILDC as being self-insured.

Section 3.18 Customers and Suppliers. No material adverse change has occurred in
the  business  relationship  of ILDC with any of its  significant  customers  or
suppliers and, to ILDC's  knowledge,  no facts exist and no events have occurred
that could  reasonably be expected to result in a material adverse change to any
such relationship.

Section 3.19  Accounts  Receivable.  All accounts  receivable  of ILDC,  whether
reflected on the ILDC Balance Sheet or subsequently  created through the Closing
Date,  represent  sales  actually  made or services  actually  performed  in the
ordinary  course of business  and are current and either have been  collected in
full or to ILDC's  knowledge will be collectable in full,  without any setoff of
counterclaim.

Section 3.20 Certain  Interests.  Except as set forth on Schedule 3.20,  neither
ILDC  nor any  officer,  director  or  shareholder  thereof,  nor  any of  their
respective affiliates, has:

     (a) any direct or indirect  interest (other than the ownership of less than
         one percent of the  outstanding  securities of a publicly held company)
         in any corporation or business that competes with ILDC, or

     (b) any direct or indirect  interest in any  property or assets used by, or
         relating  to ILDC or its  business,  except  through the  ownership  of
         ILDC's capital stock.

Section 3.21  Intellectual Property.

     (a) ILDC owns, free and clear of all liens, mortgages,  security interests,
         charges and encumbrances and has good and marketable title to, or holds
         adequate licenses or otherwise possess all rights necessary to use, all
         patents, trademarks,  service marks, trade names, copyrights (including
         any  applications for any of the foregoing),  inventions,  discoveries,
         processes, know-how, trade secrets, scientific,  technical, engineering
         and marketing  data,  object and source codes,  and techniques  used or
         proposed  to be used in,  or  necessary  for,  the  conduct  of  ILDC's
         business as now  conducted or proposed to be  conducted  (collectively,
         the  "Intellectual  Property").  The attached  Schedule 3.21 contains a
         correct and  complete  list of all such  Intellectual  Property and any
         applications pending or that have been denied.

     (b) All  applications  for the  registration  of  patents,  trademarks  and
         copyrights  constituting a part of the Intellectual  Property are valid
         and subsisting,  and are duly recorded and being prosecuted in the name
         of ILDC.

     (c) ILDC to its knowledge  has the sole and  exclusive  right to use all of
         the Intellectual  Property in all  jurisdictions in which ILDC conducts
         or proposes to be conducting its business,  and the consummation of the
         transactions  contemplated  hereby  will not alter or  impair  any such
         rights.

     (d) No claims have been asserted by any person  challenging  or questioning
         the ownership,  validity,  enforceability  or use by ILDC of any of the
         Intellectual Property and, to the knowledge of ILDC, there is not valid
         basis for such claim,  and to the  knowledge of ILDC,  the use or other
         exploitation of the Intellectual  Property by ILDC does not infringe on
         or dilute the rights of any person;  and to the  knowledge of ILDC,  no
         other person is infringing on the rights of ILDC with respect to any of
         the Intellectual Property.

     (e) ILDC has taken  reasonable  security  measures to protect the  secrecy,
         confidentiality  and value of its trade secrets and other  confidential
         information.



<PAGE>


     (f) ILDC has  delivered  to Old Night all  documents  with  respect  to any
         invention, process, design, computer program or other know-how or trade
         secret  included in the  Intellectual  Property,  which  documents  are
         accurate in all material  respects and reasonably  sufficient in detail
         and content to identify and explain such  invention,  process,  design,
         computer  program or other  know-how or trade secret and to  facilitate
         its full and proper use without  reliance on the special  knowledge  or
         memory of any person.

Section 3.22  Employee  Benefit  Plans.  Schedule  3.22 sets forth a list of all
Employee Benefit Plans, Benefit Arrangements and Options. Except as set forth on
Schedule 3.22, no employee of ILDC or any of its  Subsidiaries  will be entitled
to  any  retirement,  severance  or  similar  benefit  from  ILDC  or any of its
Subsidiaries  after the Closing or will become entitled to any such benefit from
ILDC  or  any  of  its  Subsidiaries  after  the  Closing  as a  result  of  the
transactions contemplated by this Agreement. No Employee Benefit Plan is subject
to Title IV of ERISA and neither ILDC nor any of its  Subsidiaries  has incurred
any  liability  under Title IV of ERISA  (whether  direct,  indirect,  actual or
contingent).

Section 3.23 Labor Matters.

     (a) ILDC has and is currently  complying in al material  respects  with all
         applicable laws relating to employment and employment practices,  terms
         and conditions of employment,  and wages and hours,  and is not engaged
         in any unfair labor practice or unlawful employment practice;

     (b) There is no unfair  labor  practice  charge or  complaint  against ILDC
         pending or threatened before the National Labor Relations Board nor, to
         the  knowledge  of ILDC,  is there  any  basis  for any such  charge or
         complaint;

     (c)  There  is no  labor  strike,  slowdown  or work  stoppage  pending  or
          threatened against ILDC;

     (d) ILDC has not experienced any significant work stoppages or been a party
         to any proceedings  before the National Labor Relations Board involving
         any significant  issues or been a party to any arbitration  proceedings
         arising out of or under collective bargaining agreements; and

     (e) There is no charge or  complaint  pending or  threatened  against  ILDC
         before the Equal Employment Opportunity Commission or the Department of
         Labor  or any  state  or  local  agency  of  similar  jurisdiction.  No
         employees  of ILDC are  represented  by any labor union and there is no
         collective   bargaining  agreement  in  effect  with  respect  to  such
         employees.  To the knowledge of ILDC, no labor union has engaged in any
         organizing activities with respect to ILDC's employees.

Section 3.24 Licences and Permits.  ILDC has  obtained,  and is in compliance in
all  material   respects   with,   all  necessary   and  material   Governmental
Authorizations  required by all federal,  state, local and other governmental or
regulatory authorities and all courts and other tribunals for the conduct of the
business and operations of ILDC as now conducted (collectively,  the "Permits").
To  ILDC's  knowledge:  (i)  there  are  no  proceedings  currently  pending  or
threatened  which  will  validly  result  in  the  revocation,  cancellation  or
suspension,  or any adverse modification,  of any such Permits such that it will
materially and adversely affect ILDC and its business and/or assets,  (ii) there
are no  disciplinary  actions under any such Permits  against  ILDC,  pending or
threatened and there are no prior proceedings or disciplinary actions which have
resulted in materially  adverse action against ILDC and (iii) no governmental or
regulatory  authority  has  refused  to grant or denied  any  license  or permit
application  filed by ILDC and such  refusal  or  denial  has  become  final and
nonappealable.  The attached  Schedule 3.24 contains a correct and complete list
of all such  Permits  and any  Permit  applications  pending  or that  have been
denied.

Section 3.25 Personnel.  Schedule 3.25 contains an accurate and complete list of
(a) the names,  titles and current  salaries of all officers of ILDC and (b) the
wage rates of  non-salaried  and  non-executive  salaried  employees  of ILDC by
classification.  ILDC is not in default with respect to any obligation to any of
its employees.

Section 3.26 Bank Accounts.  Schedule 3.26 sets forth the names and locations of
all banks,  trust companies,  savings and loan  associations and other financial
institutions  at which ILDC has accounts or safe deposit  boxes and the names of
all persons authorized to draw thereon or to have access thereto.



<PAGE>


Section 3.27 Environmental Matters.

     (a) ILDC,  to the knowledge of ILDC, is not required to obtain any permits,
         licenses or other  authorizations  under federal,  state of local laws,
         rules and  regulations  relating  to  pollution  or  protection  of the
         environment (collectively, the "Environmental Laws").

     (b) ILDC has not  received  any  notice  alleging  non-compliance  with any
         Environmental  Laws.  There is no  civil,  criminal  or  administrative
         action,  suit,  demand,  claim,  investigation,  proceeding,  notice or
         demand letter pending or threatened against ILDC relating in any way to
         any Environmental Laws.

     (c) There are no past or present events or conditions  relating to ILDC and
         caused by ILDC that may interfere with or prevent  compliance  with any
         Environmental  Laws or that may give  rise to any  common  law or other
         legal liability thereunder.

Section 3.28 Disclosure. No representation or warranty by ILDC contained in this
Agreement,  and no statement  contained in any document,  list,  certificate  or
other writing  furnished or to be furnished by or on behalf of ILDC to Old Night
or any of its  representatives in connection with the transactions  contemplated
hereby,  contains or will contain any untrue  statement of a material  fact,  or
omits  or will  omit  to  state a  material  fact  necessary,  in  light  of the
circumstances  under  which  it was or will  be  made,  in  order  to  make  the
statements  herein or therein not  misleading.  For purposes of this  Agreement,
disclosure  on one or more  schedules  will be  deemed  disclosure  on any other
schedule which may require said disclosure.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES
                      OF THE STOCKHOLDERS AS TO THEMSELVES

Each  Stockholder  hereby  represents  and  warrants  to Old  Night,  as to such
Stockholder and no other Stockholder, that:

Section 4.1 Capacity. Such Stockholder is either an individual, corporation or a
trust.

Section 4.2 Title.  Such  Stockholder is the record and beneficial owner of, and
has full right,  title and interest in and to, ILDC Common  Shares listed on the
signature  pages hereof adjacent to such  Stockholder's  name, free and clear of
any Lien.  Except for the voting trust  agreement  attached in Schedule 4.2, the
ILDC  Common  Shares  are  not  subject  to  any  other   contract,   agreement,
arrangement,  commitment or understanding  restricting or otherwise  relating to
the voting,  dividend  rights or disposition of such ILDC Common Shares.  At the
Closing, such Stockholder will transfer and deliver to Old Night valid title to,
and all of such  Stockholder's  right,  title and  interest in and to, such ILDC
Common Shares free and clear of any Lien or any claim in respect of such shares,
including under any applicable community property law.

Section 4.3 Valid Agreement.  This Agreement has been duly authorized,  executed
and delivered by such Stockholder and constitutes a valid and binding  agreement
of such Stockholder.

Section 4.4 Litigation.  There is no action,  suit or proceeding  pending or, to
the  knowledge  of  such  Stockholder,  threatened  against  or  affecting  such
Stockholder or such  Stockholder's  properties  before any court,  arbitrator or
governmental body, agency or official which in any manner challenges or seeks to
prevent, enjoin, alter or materially delay the transactions contemplated by this
Agreement.

Section 4.5 Trust Constitution and Power. If such Stockholder is a trust:

     (a) such Stockholder will prior to Closing, deliver to Old Night a true and
         complete  copy  of  such   Stockholder's   trust   agreement  or  other
         constitution document as currently in effect, and

      (b)the execution,  delivery and  performance  by such  Stockholder of this
         Agreement,  and the consummation by such Stockholder of the transaction
         contemplated hereby are within such Stockholder's  powers and have been
         duly authorized by all necessary action of such Stockholder's  trustees
         or other relevant parties.



<PAGE>


Section 4.6 Governmental Authorization; Consents.

     (a) The execution,  delivery and  performance  by such  Stockholder of this
         Agreement  require no action by or in respect of, or filing  with,  any
         governmental body, agency, official or authority.

     (b) No consent,  approval, waiver or other action by any Person (other than
         any governmental  body,  agency,  official or authority  referred to in
         Section 4.6(a) above) under any contract, agreement,  indenture, lease,
         instrument or other document to which such Stockholder is a party or by
         which such Stockholder is bound is required for the execution, delivery
         and   performance  of  this  Agreement  by  such   Stockholder  or  the
         consummation  by  the  Stockholder  of  the  transactions  contemplated
         hereby.

Section 4.7 Non-Contravention.  The execution,  delivery and performance by such
Stockholder of this Agreement do not and will not:

     (a)  if such Stockholder is a trust,  contravene or conflict with the trust
          agreement  or other  constitution  document,  as  applicable,  of such
          Stockholder,

     (b) assuming  compliance  with the matters  referred to in Section  4.6(a),
         contravene  or conflict with or constitute a violation of any provision
         of any law, regulation,  judgment,  injunction, order or decree binding
         on or applicable to such Stockholder,

     (c) constitute  a default  under or give rise to any right of  termination,
         cancellation  or  acceleration  of any  right  or  obligation  of  such
         Stockholder under any material agreement,  contract or other instrument
         binding on such Stockholder or under any material  license,  franchise,
         permit or other similar authorization held by such Stockholder, or

     (d)  result in the creation or imposition of any Lien on ILDC Common Shares
          held by such Stockholder.

Section 4.8 Acquisition for Investment;  Informed Decision.  Such Stockholder is
acquiring  the Old Night  Common  Shares for its own account and not with a view
to, or for sale in connection with, any distribution  thereof.  Such Stockholder
has sufficient  knowledge and experience in financial and business matters as to
be capable of  evaluating  the  merits and risks of its  acquisition  of the Old
Night Common Shares in accordance  with this  Agreement,  and of its decision to
enter  into and  perform  this  Agreement.  Such  Stockholder  has been given an
opportunity  to ask  questions  and  receive  answers  from  ILDC and Old  Night
concerning  the  business  and  financial  condition  of  ILDC  and  Old  Night,
concerning the terms and conditions of this Agreement, and concerning such other
matters that such Stockholder deemed relevant in connection with its decision to
enter into this Agreement.  In particular,  such Stockholder  acknowledges  that
such  Stockholder's  rights under this Agreement may not be assigned without Old
Night's written consent.

                                    ARTICLE V
                   REPRESENTATIONS AND WARRANTIES OF OLD NIGHT

 Old Night represents and warrants to each Stockholder that:

Section 5.1  Corporate  Existence  and Power.  Old Night is a  corporation  duly
incorporated,  validly existing and in good standing under the laws of the State
of Nevada and has all corporate powers and all material  governmental  licenses,
authorizations,  permits,  consents  and  approvals  required  to  carry  on its
business as now conducted.  A copy of the Articles of Incorporation of Old Night
has been  delivered  to ILDC and such copy is complete and correct in full force
and effect on the date of this Agreement.

Section 5.2 Corporate Authorization. Except for the approval by the shareholders
of Old Night of this  Agreement and the Amendment,  the execution,  delivery and
performance  by Old Night of this  Agreement are within the corporate  powers of
Old Night and have been duly  authorized by the  disinterested  directors of the
Board of Directors and by all other  necessary  corporate  action on the part of
Old Night.  This  Agreement  constitutes  a valid and binding  agreement  of Old
Night.



<PAGE>


Section 5.3 Governmental Authorization.  The execution, delivery and performance
by Old Night of this Agreement  require no action by or in respect of, or filing
with,  any  governmental  body,  agency or official other than the filing of the
Information Statement being delivered to the stockholders of Old Night.

Section 5.4  Non-Contravention.  The execution,  delivery and performance by Old
Night of this Agreement do not and will not:

     (a)          violate the charter or bylaws of Old Night, or

     (b) assuming  compliance  with the  matters  referred  to in  Section  5.3,
         violate any applicable  law, rule,  regulation,  judgment,  injunction,
         order or decree which, singly or in the aggregate:

          (i)  is  reasonably  likely to have a material  adverse  effect on the
               condition,  financial or  otherwise,  or the earnings or business
               affairs  of Old Night  and its  Subsidiaries,  considered  as one
               enterprise, or

          (ii) would adversely  affect in any material  respect the consummation
               of the transactions contemplated by this Agreement.

     (c) violate,  conflict  with,  or  constitute  a  default  (or an  event or
         condition that, with notice or lapse of time or both,  would constitute
         a default)  under,  or result in the  termination of, or accelerate the
         performance  required by, or cause the  acceleration of the maturity of
         any liability or  obligation  pursuant to, or result in the creation or
         imposition of any security interest,  lien, charge or other encumbrance
         upon any of the  property or assets of Old Night under any note,  bond,
         mortgage,   indenture,   deed  of  trust,  license,   lease,  contract,
         commitment, understanding, arrangement, agreement or restriction of any
         kind or  character  to which Old Night is a party or by which Old Night
         may be bound or affected  or to which any of the  property or assets of
         Old Night may be subject.

Section 5.5  Capitalization.  The authorized capital stock of Old Night consists
of 50,000,000  Old Night Common Shares (of which as of June 26, 2000,  5,460,400
shares were outstanding).  Old Night has no other class of shares. The Old Night
Common Shares to be issued  pursuant to this Agreement are duly  authorized and,
when delivered by Old Night pursuant to this  Agreement,  will be validly issued
and fully paid and  non-assessable.  The issuance of the Old Night Common Shares
is not subject to  preemptive or other  similar  rights.  Old Night has no other
capital  stock  authorized,  issued or  outstanding.  Old Night has arranged two
private placements. The first private placement consists of 1,200,000 units at a
price of $5.00 per unit for an aggregate amount of US$ 6,000,000. The $6,000,000
shall be raised prior to the Closing and be available as cash to Old Night prior
to Closing.  Each "Unit"  consists of one share in the common stock of Old Night
and one share  purchase  warrant  ("Warrant")  with each Warrant  entitling  the
holder to purchase  one common  share in Old Night for US$ 5.00 per share at any
time on or before three years from the date of the  acquisition  of the Units by
the purchasers. In the second private placement 400,000 shares will be sold at a
purchase price of $5.00 per share.  Except for the Old Night shares and warrants
to be  issued  pursuant  to  the  foregoing  private  placements,  there  are no
outstanding  subscriptions,  stock  options,  warrants  or other  agreements  or
commitments  obliging Old Night to issue additional  shares of its capital stock
or options,  warrants or other  securities  convertible into or exchangeable for
shares of its capital  stock. A complete list of the  stockholders  of Old Night
and the number of shares held is shown on Schedule 5.5.

Section 5.6 Reports and Financial Statements. Old Night has previously furnished
to ILDC true and complete copies of:

     (a) Old Night's  Annual Report on Form 10-KSB filed with the Securities and
         Exchange Commission (the "SEC") for the year ended December 31, 1999;

     (b)  Old Night's Quarterly Report on Form 10-QSB filed with the SEC for the
          year ended March 31, 2000 and

     (b)  the Form 10SB  filed originally filed by Old Night with the SEC.

As  of  their  respective  dates,   such  reports  and  information   statements
(collectively, the " Old Night Sec Reports")

          (i)  complied as to form in all material  respects with the applicable
               requirements  of the 1934  Act,  and the  rules  and  regulations
               thereunder and


<PAGE>


          (ii) did not contain any untrue  statement of a material  fact or omit
               to  state a  material  fact  required  to be  stated  therein  or
               necessary  to  make  the  statements  therein,  in  light  of the
               circumstances under which they were made, not misleading.

The  audited  consolidated  financial  statements  included in the Old Night SEC
Reports (including any related notes and schedules) fairly present the financial
position of Old Night and its consolidated  Subsidiaries as of the dates thereof
and the consolidated  results of operations and cash flows for the periods or as
of the dates then ended (subject, where appropriate,  to normal year-end accrual
adjustments),  in each case in  accordance  with  past  practice  and  generally
accepted accounting principles  consistently applied during the periods involved
(except as otherwise disclosed in the notes thereto).

Section 5.7 Litigation.  There is no action,  suit,  investigation or proceeding
pending  against,  or to the  knowledge  of Old  Night,  threatened  against  or
affecting,  Old Night before any court or arbitrator or any  governmental  body,
agency or official which in any manner  challenges or seeks to prevent,  enjoin,
alter or materially delay the transactions contemplated by this Agreement.

Section 5.8 Validity of Stock. The shares of Old Night Common Stock to be issued
in the share exchange  pursuant to this Agreement will be duly  authorized  and,
when issued and delivered in  accordance  with this  Agreement,  will be validly
issued,  fully paid and non-assessable  with no personal liability  attaching to
the ownership of these shares, and will not be subject to preemptive rights.

Section  5.9  No  Undisclosed  or  Contingent  Liabilities.  Old  Night  has  no
liabilities or obligations of any nature (whether absolute,  accrued, contingent
or otherwise  and whether due or to become due) that are not fully  reflected on
the Old Night Balance Sheet, except for liabilities and obligations  incurred in
the ordinary  course of business  since the date thereof,  and there is no basis
for the assertion against Old Night of any liability or obligation of any nature
whatsoever not fully reflected on the Old Night Balance Sheet.

Section 5.10 Absence of Certain Changes. Since the date of the Old Night Balance
Sheet,  Old Night has  conducted  its business  only in the ordinary  course and
consistent with past practice.

Section  5.11  Litigation.   Orders.  There  are  no  claims,   actions,  suits,
proceedings, investigations or inquiries pending before any court, arbitrator or
governmental  or  regulatory  official  or  office,  or  threatened  against  or
affecting  Old  Night  or  questioning  the  validity  of  this  Agreement,  the
transactions contemplated hereby or any action taken or to be taken by Old Night
pursuant  to this  Agreement  or pursuant  to any other  agreement  contemplated
hereby, at law or in equity,  before or by any federal,  state, local or foreign
governmental authority; nor is there any valid basis for any such claim, action,
suit,  proceeding,  inquiry or  investigation.  Old Night is not  subject to any
judgement,  order or decree entered in any lawsuit or proceeding that has had or
may have a material  adverse  effect on Old  Nights's  ability  to  acquire  any
property  for the use or benefit of Old Night or to conduct its  business in any
area.

Section 5.12 Title to Properties:  Encumbrances. Old Night does not own or lease
any real property.

Section 5.13 Equipment.  Old Night has no equipment.

Section 5.14  Compliance  with Law. Old Night is currently in  compliance in all
material  respects with all  applicable  laws (whether  statutory or otherwise),
rules,  regulations,   orders,   ordinances,   judgments,   decrees,  writs  and
injunctions of all federal,  state,  local or foreign  governmental  authorities
(collectively,  "Laws"),  including all Laws relating to the safe conduct of Old
Night's business,  environmental protection and conservation,  antitrust, taxes,
consumer protection,  currency exchange, equal opportunity,  health, sanitation,
fire zoning building, occupational safety, pension, securities and trademark and
copyright;  and Old Night has not received  notification in the last three years
of any asserted present or past failure to so comply.  Old Night is not required
to obtain any permits,  licenses or other  authorizations under the Laws for Old
Night to conduct its business.

Section 5.15  Taxes.



<PAGE>


     (a) Old Night has or will have filed by closing  (including  any applicable
         extension  periods) all tax reports,  returns and forms  required to be
         filed by applicable federal,  state, local or foreign tax laws, and all
         such reports, returns and forms are correct and complete; copies of all
         tax  returns  for Old Night in  respect  of all years not barred by the
         statute of limitations  have been delivered by Old Night to ILDC.  None
         of Old  Night's  tax  returns  have been  examined  or  audited  by the
         Internal Revenue Service or any other state or local taxing authority.

     (b) Old Night has timely paid all federal,  state, local and foreign income
         payroll,  withholding,  excise, sales, use, real and personal property,
         use and  occupancy,  business and occupancy,  business and  occupation,
         mercantile,  real estate,  capital stock and franchise or other tax due
         or claimed to be due from Old Night by the Internal  Revenue Service or
         any  authority.  No tax liens have been filed on any property or assets
         of Old Night  and no claims  are being  asserted  with  respect  to any
         taxes.

     (c) Old Night has complied with all applicable  laws, rules and regulations
         relating to the payment and  withholding  of taxes and has withheld all
         amounts  required by law to be  withheld  from the wages or salaries of
         its  employees,  and is not liable for any taxes or other  charges  for
         failure to comply with such laws, rules and regulations.

Section 5.16 Consents and  Approvals.  No consent,  waiver,  approval,  order or
authorization  of, or  registration,  declaration  or filing  with,  any  court,
administrative  agency or commission or other federal,  state,  county, local or
other  foreign  governmental  authority,  instrumentality,  agency or commission
("Governmental  Entity") or any third party,  including a party to any agreement
with Old Night,  is required by or with respect to Old Night in connection  with
the execution and delivery of this Agreement and any related agreements to which
Old Night is a party or the consummation of the transactions contemplated hereby
and thereby, except for

     (a) such   consents,    waivers,   approvals,    orders,    authorizations,
         registrations,  declarations  and  filings  as  may be  required  under
         applicable  securities  laws, and which are disclosed in Schedule 5.16;
         and

     (b)  the filing of the Articles of Amendment with the Secretary of State of
          the Nevada.

Section 5.17 Contracts,  Commitments  and Returns.  Old Night is not a party to,
nor is Old Night bound by any  contracts,  obligations or agreements of any kind
except for this Agreement.

Section 5.18  Insurance.  Old Night has no insurance policies of any kind.

Section 5.19 Accounts Receivable. Old Night has no accounts receivable.

Section 5.20 Certain Interests.  Neither Old Night nor any officer,  director or
shareholder thereof, nor any of their respective affiliates, has:

     (a) any direct or indirect  interest (other than the ownership of less than
         one percent of the  outstanding  securities of a publicly held company)
         in any corporation or business that is involved in or competes with Old
         Night, or

     (b) any direct or indirect  interest in any  property or assets used by, or
         relating to Old Night or its business,  except through the ownership of
         Old Night's capital stock.

Section  5.21  Employee  Benefit  Plans.  Old Night has no employees or employee
benefit plans of any sort whatsoever.

Section  5.22 Labor  Matters.  Old Night has not had any  employees  for over 10
years or more and has no charges or complaint pending or threatened  against Old
Night concerning labor matters.

Section 5.23  Personnel.  Xenios  Xenopoulos is the sole director and officer of
Old Night.  Old Night has no employees or other personnel.  Mr.  Xenopoulos does
not receive any form of  remuneration  in  connection  with his  services to Old
Night.

Section 5.24 Environmental.

     (a) Old Night is not  required  to obtain any  permits,  licenses  or other
         authorizations   under  federal,   state  and  local  laws,  rules  and
         regulations  relating to pollution  or  protection  of the  environment
         (collectively, the "Environmental Laws").


<PAGE>


     (b) There is no past or present events or conditions  relating to Old Night
         that may interfere with or prevent  compliance  with any  Environmental
         Laws or that might give rise to any common law or other legal liability
         thereunder.

Section 5.25 Securities Laws.

     (a) Old  Night has  previously  issued  securities  pursuant  to  available
         exemptions under the Securities Act of 1933 (the "Securities Act"), and
         is a reporting  company under the Securities  Exchange Act of 1934 (the
         "Exchange  Act").  Shares of Old  Night's  common  stock are  currently
         traded on the Pink Sheets of the  National  Association  of  Securities
         Dealers  ("Pink  Sheets")  pursuant to Rule 15c2-11  under the Exchange
         Act.

     (b) Old Night is a corporation subject to the reporting requirements of the
         Exchange  Act.  Old Night has filed all  required  reports,  schedules,
         forms,  statements,   and  other  documents  with  the  SEC  (the  "SEC
         Documents"),  As of their respective dates, the SEC Documents  complied
         with all material  respects with the requirements of the Securities Act
         or the Exchange Act, as the case may be, and the rules and  regulations
         of the SEC promulgated thereunder applicable to such SEC Documents, and
         none of the SEC Documents  contained any untrue statement of a material
         fact or omitted to state a material fact required to be stated  therein
         or necessary in order to make the statements  therein,  in light of the
         circumstances under which they are made, not misleading.  The financial
         statements  included or  incorporated by reference by the SEC Documents
         comply as to form in all material  respects with applicable  accounting
         requirements  and  published  rules  and  regulations  of the SEC  with
         respect thereto,  have been prepared in accordance with GAAP (except in
         the case of unaudited financial statements permitted by SEC Form 10QSB)
         applied on a consistent basis during the period involved (except as may
         be indicated in the notes  thereto)  and fairly  present the  financial
         position of Old Night and its  subsidiaries  as of the date thereof and
         their  statements of operations,  changes in  shareholders'  equity and
         cash  flows  for  the  periods  then  ended  (subject,  in the  case of
         unaudited statements, to normal year-end audit adjustments).

     (c) There is no known fact or  circumstance  that  materially and adversely
         has  affected  or is  affecting  or, in the  reasonable  opinion of Old
         Night's executive officers, may reasonably be expected in the future to
         materially  or adversely  affect,  Old Night's  financial  condition or
         results of operations.

Section 5.26 Disclosure. No representation or warranty by Old Night contained in
this Agreement, and no statement contained in any document, list, certificate or
other writing  furnished or to be furnished by or on behalf of Old Night to ILDC
or any of its  representatives in connection with the transactions  contemplated
hereby,  contains or will contain any untrue  statement of a material  fact,  or
omits  or will  omit  to  state a  material  fact  necessary,  in  light  of the
circumstances  under  which  it was or will  be  made,  in  order  to  make  the
statements herein or therein not misleading.

                                   ARTICLE VI
                     COVENANTS OF ILDC AND THE STOCKHOLDERS

Each of ILDC and each Stockholder agrees that:

Section 6.1 Conduct of ILDC. On or prior to the Closing, ILDC will:

     (a) During the period from the date of this  Agreement to the Closing Date,
         except  as  expressly  contemplated  or  permitted  by  this  Agreement
         (including the Schedules), ILDC shall:

          (i)  conduct its business in the ordinary course,

          (ii) use its best efforts to maintain and preserve intact its business
               organization,  employees and advantageous business  relationships
               and retain the services of its key officers and key employees and

          (iii)to take no  action  which  would  adversely  affect  or delay the
               ability  of  either  ILDC or Old Night to  obtain  the  necessary
               approvals  of any  third  party  required  for  the  transactions
               contemplated  hereby or to perform its covenants  and  agreements
               under  this   Agreement  or  to   consummate   the   transactions
               contemplated hereby and thereby.



<PAGE>


     (b) During the period from the date of this  Agreement to the Closing Date,
         except as expressly  contemplated or permitted by this Agreement,  ILDC
         shall not, without the prior written approval of Old Night:

          (i)  other  than  in  the  ordinary  course  of  business,  incur  any
               indebtedness  for  borrowed  money  or  any   indebtedness   that
               constitutes  the  deferred  purchase  price  of any  property  or
               assets,   assume,   guarantee,   endorse  or   otherwise   as  an
               accommodation become responsible for the obligations of any other
               individual,  corporation  or  other  entity,  or make any loan or
               advance;

          (ii) adjust, split, combine or reclassify any capital stock;

          (iii)make,  declare or pay any dividend (whether in cash or property),
               or make any other  distribution  on, or  directly  or  indirectly
               redeem,  purchase or otherwise acquire, any shares of its capital
               stock  or any  securities  or  obligations  convertible  (whether
               currently  convertible or  convertible  only after the passage of
               time or the  occurrence of certain  events) into or  exchangeable
               for any shares of its capital stock;

          (iv) sell, transfer, mortgage, encumber or otherwise dispose of any of
               its material  properties or assets (including without limitation,
               cash) to any individual,  corporation or other entity, or cancel,
               release  or assign  any  indebtedness  to any such  person or any
               claim held by any such person,  except in the ordinary  course of
               business pursuant to contracts or agreements in force at the date
               of this Agreement;

          (v)  except  pursuant to contracts or  agreements in force at the date
               of or permitted by this Agreement, make any investment in, either
               by purchase  of stock or  securities,  contributions  to capital,
               property  transfers,  or purchase of any property or assets,  any
               other individual, corporation or other entity;

          (vi) except for any  transactions  in the ordinary course of business,
               terminate or waive any material  provisions of, any contract,  or
               make any change in any  instrument  or  agreement  governing  the
               terms of any of its  securities,  or material  lease or contract,
               other than  normal  renewals  of  contracts  and  leases  without
               material adverse changes of terms;

          (vii)increase  in any manner the  compensation  or fringe  benefits of
               any of its employees or pay any pension or  retirement  allowance
               not  required  by any  existing  plan or  agreement  to any  such
               employees  or  become  party to,  amend or  commit  itself to any
               pension,  retirement,  profit-sharing  or welfare benefit plan or
               agreement or employment  agreement with or for the benefit of any
               employee  other  than in the  ordinary  course  of  business,  or
               accelerate  the vesting of, or the lapsing of  restrictions  with
               respect to, any stock options or other stock-based compensation;

          (viii) solicit  or  encourage  from any third  party or enter into any
               negotiations,   discussions   or  agreement  in  respect  of,  or
               authorize any individual,  corporation or other entity to solicit
               or encourage from any third party or enter into any negotiations,
               discussions or agreement in respect of, or provide or cause to be
               provided any  confidential  information  in connection  with, any
               inquires or proposals  relating to the conveyance,  sale,  lease,
               transfer or other disposition of all or a substantial  portion of
               its  business,  property  or assets,  or the  acquisition  of its
               capital stock or securities  convertible  into capital stock,  or
               the  merger or  consolidation,  whether in one  transaction  or a
               series  of  transactions,  of it with  any  corporation  or other
               entity,  other than as provided by this Agreement (and each party
               shall  promptly  notify  the  other of all the  relevant  details
               relating  to all  inquiries  and  proposals  which it may receive
               relating to these matters);

          (ix) settle any material claim,  action or proceeding  involving money
               damages, except in the ordinary course of business;

          (x)  make any material capital expenditures, make any material changes
               in its  current  method of  conducting  business,  or  liquidate,
               dissolve or suffer any liquidation or dissolution;



<PAGE>


          (xi) make any  material  payment  of  principal  of any  debt,  with a
               maturity  of more than one year,  for  borrowed  money or for the
               deferred  purchase price of property or services except as at the
               stated   maturity  of  the  debt  or  as  required  by  mandatory
               prepayment   provisions   relating   thereto   (subject   to  any
               subordination provisions applicable thereto);

          (xii)enter into any  material  agreements  or become  liable under any
               material  agreement  for the  lease,  hire or use of any  real or
               personal  property,  or enter into any material  sale/lease  back
               arrangement  with respect to any real or personal  property which
               is now owned or hereafter acquired;

          (xiii) incur or make optional  prepayment  of, or purchase,  redeem or
               otherwise  acquire,  or amend  any  provision  pertaining  to the
               subordination, or the terms of payment of, any subordinated debt;

          (xiv)create,  incur, assume or suffer to exist any lien or encumbrance
               or any kind on any of its properties,  assets, income or profits,
               whether borrowed or hereafter acquired;

          (xv) amend its articles of incorporation of its by-laws;

          (xvi)take any action  that is intended or expected to result in any of
               its  representations  and  warranties set forth in this Agreement
               being or  becoming  untrue in any  material  respect  at any time
               prior to the Closing  Date,  or in any of the  conditions  to the
               Transaction  not being satisfied or in violation of any provision
               of this Agreement,  except,  in every case, as may be required by
               applicable law;

          (xvii)  implement  or adopt any change in its  accounting  principles,
               practices  or  methods,  other than as may be required by general
               accepted accounting principles or regulatory guidelines; or

          (xviii) agree  to take,  make any  commitment  to take,  or adopt  any
               resolutions  of its board of  directors in support of, any of the
               actions prohibited by this Section 6.1.

Section 6.2 ILDC Common  Shares.  The  Stockholders  will not sell,  transfer or
permit any Lien to exist with respect to their ILDC Common Shares.

Section 6.3 Access to Information.  From the date hereof until the Closing, ILDC
will give,  and will cause its  Subsidiaries  to give,  Old Night,  the Board of
Directors,  its  counsel,  financial  advisors,  auditors  and other  authorized
representatives  full access to the  offices,  properties,  books and records of
ILDC and its  Subsidiaries,  will furnish to Old Night,  the Board of Directors,
its counsel,  financial advisors,  auditors and other authorized representatives
such  financial and  operating  data and other  information  as such Persons may
reasonably  request and will instruct  ILDC's and its  Subsidiaries'  employees,
counsel  and  financial  advisors  to  cooperate  with  such  Persons  in  their
investigation  of the business of ILDC and its  Subsidiaries;  PROVIDED  that no
investigation  pursuant  to this  Section  shall  affect any  representation  or
warranty given by ILDC or any Stockholder to Old Night hereunder.

                                   ARTICLE VII
                       ADDITIONAL COVENANTS OF THE PARTIES

The parties hereto agree that:

Section 7.1 Best Efforts. Subject to the terms and conditions of this Agreement,
each party will use its best efforts to take, or cause to be taken,  all actions
and to do, or cause to be done, all things necessary,  proper or advisable under
applicable laws and regulations to consummate the  transactions  contemplated by
this Agreement.

Section 7.2 Old Night Annual Stockholder  Meeting;  Information  Statement.  Old
Night will include in the  information  statement for its 2000 Annual Meeting of
Stockholders (the "Old Night Information Statement") four proposals:

     (a)  To approve the  amendment of the Articles of  Incorporation  to change
          the name of the Old Night from "Old Night,  Inc." to "NxGen  Networks,
          Inc.;"

     (b)  To adopt a stock option plan;

     (c)  To approve this share exchange  agreement between Old Night, ILDC, and
          certain stockholders of ILDC; and


<PAGE>


     (d) To elect Messrs.  Anthony  Overman,  Don Spears and Mark Sampson to the
         Old Night's  Board of Directors to serve until the next annual  general
         meeting of  shareholders  and until  their  respective  successors  are
         elected and qualified.

In addition,  each proposal will require the approval by the affirmative vote of
a majority  of the votes cast by the  holders  of Old Night  Common  Shares . In
connection with such meeting,  Old Night will promptly prepare and file with the
SEC, will use its  commercially  reasonable  best efforts to have cleared by the
SEC and will thereafter mail to its  stockholders as promptly as practicable the
Old Night Information  Statement and all other proxy materials for such meeting,
will use its  commercially  reasonable  best  efforts  to obtain  the  necessary
approvals by its  stockholders  of the  Amendment  and this  Agreement  and will
otherwise comply with all legal requirements applicable to such meeting.

Section 7.3 Certain Filings. Each party shall cooperate with one another:

     (a)  in  connection  with  the  preparation  of the Old  Night  Information
          Statement,

     (b) in determining  whether any action by or in respect of, or filing with,
         any governmental body, agency or official, or authority is required, or
         any actions, consents, approvals or waivers are required to be obtained
         from  parties  to  any  material  contracts,  in  connection  with  the
         consummation of the transactions contemplated by this Agreement, and

     (c) in seeking any such actions,  consents,  approvals or waivers or making
         any  such  filings,   furnishing  information  required  in  connection
         therewith  or with the Old  Night  Information  Statement  and  seeking
         timely to obtain any such actions, consents, approvals or waivers.

Section 7.4 Public  Announcements.  The  parties  will  consult  with each other
before issuing any press release or making any public  statement with respect to
this Agreement and the  transactions  contemplated  hereby and, except as may be
required by applicable law or any listing agreement with any national securities
exchange,  will  not  issue  any such  press  release  or make  any such  public
statement prior to such consultation.

Section 7.5 Notices of Certain  Events.  Each party shall  promptly  notify each
other party of:

     (a) any notice or other  communication  from any Person  alleging  that the
         consent of such  Person is or may be required  in  connection  with the
         transactions contemplated by this Agreement;

     (b)  any notice or other  communication from any governmental or regulatory
          agency or authority in connection with the  transactions  contemplated
          by this Agreement; and

     (c) any actions, suits, claims, investigations or proceedings commenced or,
         to the  best  of  its  knowledge  threatened  against,  relating  to or
         involving or otherwise  affecting  ILDC or any of its  Subsidiaries  or
         which relate to the  consummation of the  transactions  contemplated by
         this Agreement.

                                  ARTICLE VIII
                              CONDITIONS TO CLOSING

Section 8.1  Conditions to Obligations  of Old Night and the  Stockholders.  The
obligations  of Old Night and the  Stockholders  to  consummate  the Closing are
subject to the satisfaction or waiver of the conditions that:

     (a)  No  provision of any  applicable  law or  regulation  and no judgment,
          injunction,  order or decree shall  prohibit the  consummation  of the
          Closing.

     (b) The  stockholders  of Old Night shall have approved  this  Agreement in
         accordance  with the  requirements  of Chapter 78 of the Nevada Revised
         Statutes and by the affirmative vote of a majority of the votes cast by
         the Old Night Common Shares.

     (c) No event shall have occurred  that has resulted or could  reasonably be
         expected  to result in a  material  adverse  change to the  anticipated
         benefits of the transactions  contemplated hereby to Old Night, ILDC or
         the Stockholders.


<PAGE>


     (d) Stockholders  owning not less than eighty  percent  (80%) of the issued
         and  outstanding  common stock of ILDC have executed this Agreement and
         all other  documents  required to be delivered by such  Stockholders in
         connection with the exchange of the ILDC shares contemplated under this
         Agreement.

Section 8.2  Conditions to Obligation of Old Night.  The obligation of Old Night
to  consummate  the  Closing  is subject  to the  satisfaction  or waiver of the
following further conditions:

     (a)          General:

          (i)  ILDC and the  Stockholders  shall have  performed in all material
               respects  all  of  their  obligations  hereunder  required  to be
               performed by them on or prior to the Closing Date,

          (ii) the  representations  and warranties of ILDC and the Stockholders
               contained  herein  shall  be true  and  correct  at and as of the
               Closing Date, as if made at and as of such date,  except for such
               breaches as would not have a Material Adverse Effect, and

          (iii)Old  Night  shall  have  received  a  certificate  signed  by the
               President of ILDC and a representative of each Stockholder to the
               foregoing effect.

     (b) Unless the Stockholders  have waived the condition set forth in Section
         8.3(a),  the Amendment  shall have been approved in accordance with the
         requirements  of Nevada law, the Old Night Charter and the  affirmative
         vote of a majority of the votes cast by the holders of Old Night Common
         Shares,  other than such Old Night Common Shares  beneficially owned by
         the Stockholders and their respective  Affiliates,  and Old Night shall
         have filed Articles of Amendment with respect to the Amendment with the
         Secretary of State of the State of Nevada.

     (c) Old Night shall have  received a legal  opinion  from legal  counsel to
         ILDC, in the form and substance reasonably satisfactory to Old Night.

     (d) Each of the ILDC  shareholders  shall have  executed a  securities  law
         representation letter in the form acceptable to Old Night.

     (e) Old Night shall have received all documents it may  reasonably  request
         relating to the existence of ILDC and each of its Subsidiaries, and the
         authority of ILDC and each  Stockholder  to enter into this  Agreement,
         all in form and substance reasonably satisfactory to Old Night.

     (f) There shall not be threatened,  instituted or pending any suit, action,
         investigation,  inquiry or other  proceeding  by or before any court or
         governmental or other regulatory or administrative agency or commission
         requesting or looking toward an order, judgement,  decree or injunction
         that  restrains or prohibits  consummation  of any of the  transactions
         contemplated  under this  Agreement  or could  have a Material  Adverse
         Effect.

     (g) All licenses,  permits,  consents,  approvals and authorizations of all
         third  parties and  governmental  bodies and  agencies  shall have been
         obtained that are necessary, in connection with:

          (i)     the execution and delivery of ILDC of this Agreement,
         (ii)     the consummation by ILDC of the transactions contemplated
                  hereby, or
         (iii)    the control and operation by Old Night of ILDC,  and copies of
                  all  such   licenses,   permits,   consents,   approvals   and
                  authorizations shall have been delivered to Old Night.



Stockholders to consummate the Closing is subject to the  satisfaction or waiver
of the following further conditions:

     (a)          General:

               (i)  Old Night shall have performed in all material  respects all
                    of its obligations  hereunder required to be performed by it
                    at or prior to the Closing  Date,  (ii) the  representations
                    and warranties of Old Night shall be true and correct in all
                    material  respects at and as of the Closing  Date as if made
                    at and as of such date andt and as of the Closing Date as if
                    made at and as of such date and


<PAGE>


               (iii)ILDC shall have  received a  certificate  signed by any Vice
                    Chairman,  Executive Vice President or Senior Vice President
                    of Old Night to the foregoing effect.

     (b) The appointment of Messrs. Anthony Overman, Don Spears and Mark Sampson
         as  directors  of Old Night and the change of Old Night's name to NxGen
         Networks,  Inc.  shall  have  been  approved  in  accordance  with  the
         requirements   of  Nevada  law,  the  Old  Night  Charter  and  by  the
         affirmative  vote of a majority of the votes cast by the holders of Old
         Night  Common  Shares,  and Old Night  shall  have  filed  Articles  of
         Amendment  with respect to the name change with the  Secretary of State
         of the State of Nevada.

     (c) On the Closing  Date,  there shall be no  effective  injunction,  writ,
         preliminary  restraining  order or  other  order  issued  by a court of
         competent  jurisdiction  restraining or prohibiting the consummation of
         the transactions contemplated under this Agreement.

     (d) ILDC shall have received such opinions of counsel to Old Night,  in the
         form and substance reasonably satisfactory to ILDC.

     (e) ILDC and the ILDC  Stockholders  shall have  received such tax opinions
         from independent  counsel hired by Old Night, in the form and substance
         reasonably satisfactory to ILDC.

     (f) ILDC  shall have  received  all  documents  it may  reasonably  request
         relating to the  existence of Old Night and the  authority of Old Night
         to enter  into this  Agreement,  all in form and  substance  reasonably
         satisfactory to ILDC.

     (g) Old Night  shall have cash and cash  equivalents  of not less than $1.5
         million  (net  of  previous   contributions  to  ILDC),  in  excess  of
         outstanding liabilities or obligations as of the Closing Date.

                                   ARTICLE IX
                                   TERMINATION

Section 9.1 Grounds for  Termination.  This  Agreement  may be terminated at any
time prior to the Closing:

     (a)  by mutual written agreement of the Stockholders and Old Night;

     (b)  by either the  Stockholders or Old Night if the Closing shall not have
          been consummated on or before August 31, 2000;

     (c) by either the  Stockholders  or Old Night if there  shall be any law or
         regulation  that makes  consummation of the  transactions  contemplated
         hereby  illegal  or  otherwise  prohibited  or if  consummation  of the
         transactions  contemplated hereby would violate any nonappealable final
         order,  decree or  judgment  of any court or  governmental  body having
         competent jurisdiction;

     (d) by either the Stockholders or Old Night if an event shall have occurred
         that has  resulted  or could  reasonably  be  expected  to  result in a
         material adverse change to the anticipated benefits of the transactions
         contemplated hereby to Old Night, ILDC or the Stockholders;

     (e) by either  the  Stockholders  or Old Night if there has been a material
         misrepresentation  or breach of  warranty  on the part of Old Night (in
         the case of termination by the Stockholders) or a misrepresentation  or
         breach of  warranty  by ILDC or the  Stockholders  which  would  have a
         Material  Adverse  Effect (in the case of  termination by Old Night) in
         each case in the  representations  and warranties  contained herein and
         such  misrepresentation or breach is not capable of being cured through
         commercially  reasonable  best efforts prior to August 31, 2000, or any
         condition to such party's  obligations  hereunder  becomes incapable of
         fulfillment  through  no fault of such  party and is not  waived by the
         other party;

The party  desiring  to  terminate  this  Agreement  shall  give  notice of such
termination to the other parties.



<PAGE>


Section 9.2 Effect of Termination.  If this Agreement is terminated as permitted
by Section 9.1, such termination shall be without liability of any party (or any
stockholder, director, officer, employee, agent, consultant or representative of
such  party) to the  other  parties  to this  Agreement;  PROVIDED  that if such
termination  shall  result  from the  willful  failure of any party to fulfill a
condition to the  performance of the  obligations of the other parties,  willful
failure to perform a covenant of this  Agreement or willful  breach by any party
hereto of any  representation or warranty or agreement  contained  herein,  such
party shall be fully liable for any and all damages  incurred or suffered by the
other party as a result of such failure or breach.

                                    ARTICLE X
                                  MISCELLANEOUS

Section 10.1  Survival.  All  statements  contained in any  certificate or other
instrument  delivered  by or on  behalf of ILDC or Old  Night  pursuant  to this
Agreement or in connection with the transactions  contemplated by this Agreement
will be considered  representations and warranties by ILDC and Old Night, as the
case may be, with the same force and effect as if contained  in this  Agreement.
All representations,  warranties,  covenants and agreements by ILDC or Old Night
will  survive  the  Closing  Date for a period of one (1) year after the Closing
Date  notwithstanding any investigation at any time by or on behalf of any party
to which such  representation  or warranty was given, and will not be considered
waived by the consummation of the share exchange  contemplated by this Agreement
with knowledge of any breach of misrepresentation of the parties.

Section 10.2  Notices.  All notices,  requests and other  communications  to any
party hereunder shall be in writing (including facsimile transmission) and shall
be given,

                           If to Old Night, to:

                           Old Night, Inc.
                           c/o Aluminum Tower 5th Floor
                           2 Limassol Avenue
                           2003 Nicosia, Cyprus
                           Facsimile No.: 357-233-6382
                           Attention: Xenios Xenopoulos, President

                           With a copy to:

                           Venture Law Corporation
                           688 West Hastings Street, Suite 618
                           Vancouver, British Columbia V6B 1P1
                           Facsimile No.: 604-659-9178
                           Attention: Alixe B. Cormick

                           If to ILDC:

                           International Long Distance Corporation
                           Global Tech Center
                           Don Juan Road
                           P.O. Box 218
                           Hertford, North Carolina 27944
                           Facsimile No.: 252-426-3205
                           Attention: Anthony Overman, Chief Executive Officer

                           With a copy to:

                           Friday, Eldredge & Clark
                           400 West Capital Avenue, Suite 2000
                           Little Rock, Arkansas 72201
                           Facsimile No.: 501-244-5302
                           Attention: Price C. Gardner, Esq.

                           And:



<PAGE>


                           Kaufman & Canoles, P.C.
                           One Commercial Place
                           Norfolk, VA 23510
                           P.O. Box 3037
                           Norfolk, VA 23514
                           Facsimile No.: 757-624-3169
                           Attention: David M. Delpierre, Esq

if to the Stockholders, to their respective addresses set forth on the signature
pages of this Agreement.

All such notices,  requests and other communications shall be deemed received on
the date of receipt by the recipient  thereof if received prior to 5 p.m. in the
place of  receipt  and  such  day is a  business  day in the  place of  receipt.
Otherwise, any such notice, request or communication shall be deemed not to have
been received until the next succeeding business day in the place of receipt.

Section 10.3 Amendments and Waivers.

     (a) Any  provision of this  Agreement may be amended or waived prior to the
         Closing  Date if, but only if, such  amendment  or waiver is in writing
         and is  signed,  in the  case of an  amendment,  by each  party to this
         Agreement,  or in the case of a waiver,  by the party  against whom the
         waiver is to be effective.

     (b) No failure  or delay by any party in  exercising  any  right,  power or
         privilege  hereunder  shall  operate as a waiver  thereof nor shall any
         single or  partial  exercise  thereof  preclude  any  other or  further
         exercise  thereof  or  the  exercise  of  any  other  right,  power  or
         privilege.  The rights and remedies herein provided shall be cumulative
         and not exclusive of any rights or remedies provided by law.

Section 10.4 Expenses. Each party to this Agreement shall bear its own costs and
expenses in connection  with the  transactions  contemplated  by this Agreement,
including  without  limitation,  attorney fees,  accounting fees and fees of any
investment bankers or other financial advisors.

Section 10.5  Successors and Assigns.  The provisions of this Agreement shall be
binding on and inure to the benefit of the parties  hereto and their  respective
successors and assigns; PROVIDED that no party may assign, delegate or otherwise
transfer  any of its rights or  obligations  under this  Agreement  without  the
consent of each other party hereto.

Section 10.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the law of the State of Nevada,  without regard to the conflicts
of law rules of such state.

Section  10.7  Jurisdiction.  The  parties  hereto  irrevocably  consent  to the
jurisdiction of the United States federal courts and the state courts located in
the State of Nevada in any suit or  proceeding  based on or  arising  under this
Agreement  and  irrevocably  agree that any and all claims  arising  out of this
Agreement or related to the transactions contemplated by this Agreement shall be
determined  exclusively in such courts. The parties hereto irrevocably waive the
defense of an inconvenient forum to the maintenance of such suit or proceeding.

Section 10.8  Counterparts;  Third Party  Beneficiaries.  This  Agreement may be
signed in any number of counterparts,  each of which shall be an original,  with
the  same  effect  as if the  signatures  thereto  and  hereto  were on the same
instrument.  No provision of this  Agreement is intended to confer on any Person
other than the parties hereto any rights or remedies hereunder.



                                              [CONTINUED ON NEXT PAGE]


<PAGE>


Section 10.9 Entire Agreement.  This Agreement  constitutes the entire agreement
among the parties  with  respect to the  subject  matter of this  Agreement  and
supersedes all prior agreements and understandings, both oral and written, among
the  parties  with  respect  to  the  subject  matter  of  this  Agreement.   No
representation,  inducement, promise,  understanding,  condition or warranty not
set forth herein has been made or relied on by party hereto.


IN WITNESS  WHEREOF,  each party  hereto has caused  this  Agreement  to be duly
executed by its respective  authorized officers or representatives as of the day
and year first above written.


   OLD NIGHT, INC.


   By:
            -------------------------------------------------
            Xenios Xenopoulos
            President and Secretary




   INTERNATIONAL LONG DISTANCE CORPORATION


   By:
            ---------------------------------------------------
            Anthony Overman
            President and CEO


STOCKHOLDERS:
<TABLE>
<CAPTION>



--------------------- ------------------- --------------------------------------------------------------------------

                      Old Night Shares
ILDC Shares to be     to be
Delivered             Received            Name and Address
--------------------- ------------------- --------------------------------------------------------------------------
<S>                   <C>                 <C>

26,693                26,693              Name: William Askew, Sr.
                                          Address: P.O. Box 244, Elizabeth City, NC 27909
--------------------- ------------------- --------------------------------------------------------------------------

25,000                25,000              Name: LaRonda Carr
                                          Address: 403 Forestside Circle, Amercus, GA 31709
--------------------- ------------------- --------------------------------------------------------------------------

25,000                25,000              Name: Kevin Cordell
                                          Address: 408 Bonn Court, Westminister NC 34457
--------------------- ------------------- --------------------------------------------------------------------------

92,800                92,800              Name: Billy Joe Dickens
                                          Address: 1851 W. Ehringhause St., #353, Elizabeth City, NC 27909
--------------------- ------------------- --------------------------------------------------------------------------

24,000                24,000              Name: John Gimenez
                                          Address: c/o Rock Church, 640 Kempsville Rd., Chesapeake, VA 23464
--------------------- ------------------- --------------------------------------------------------------------------

11,000                11,000              Name: Douglas A. Hamilton
                                          Address: 215 Stockbridge Drive. Selma, NC 27576
--------------------- ------------------- --------------------------------------------------------------------------

15,940                15,940              Name: George Harrell
                                          Address: 752 Mount Herman Church Rd., Elizabeth City, NC 27909
--------------------- ------------------- --------------------------------------------------------------------------

50,000                50,000              Name: Syed Asghar Hasan
                                          Address: 3100 River Exchange Dr., Apt. 616,  Norcross, GA 30092
--------------------- ------------------- --------------------------------------------------------------------------

50,000                50,000              Name: Syed Ashraf Hasnain
                                          Address: 4144 Gunnin Road, Norcross, GA 30092
--------------------- ------------------- --------------------------------------------------------------------------

50,000                50,000              Name: Lennie Hughes, 1514 Cresent Dr., Eilzabeth City, NC 27909
--------------------- ------------------- --------------------------------------------------------------------------

225,000               225,000             Name: Reginald & Sharon Ibison
                                          1212 Saddleridge Court, Kennesaw, GA 30144
--------------------- ------------------- --------------------------------------------------------------------------

60,501                60,501               Name: Carl Lewis, Jr.
                                           Address: Rt. 5 Box 122, Hertford, NC 27944
--------------------- ------------------- --------------------------------------------------------------------------

25,000                25,000
                                          Name: Gabriel & Ana Londono
                                          Address: 192 Rainbow Lane, Hiram, GA 30141
--------------------- ------------------- --------------------------------------------------------------------------

15,000                15,000              Name: Vincent Losiciale
                                          Address: 2536 Elson Green Avenue, Virginia Beach, VA 23454-6303
--------------------- ------------------- --------------------------------------------------------------------------

25,000                25,000              Name: Wyant McAvoy
                                          Address: 570 North Temperance Avenue, Clovis, CA  93611
--------------------- ------------------- --------------------------------------------------------------------------

11,000                11,000
                                          Name: Harold & Pamela McLeod
                                          Address: 9070 McNeil Road, Semmes, AL 36575
--------------------- ------------------- --------------------------------------------------------------------------

75,000                75,000              Name: Lino G. Morris
                                          Address: 445 Poinciana Island, Miami Beach, FL 33160
--------------------- ------------------- --------------------------------------------------------------------------

50,000                50,000              Name: Jack Nelson
                                          Address: 1563 Portland Avenue, St Paul MN 55104
--------------------- ------------------- --------------------------------------------------------------------------

95,000                95,000              Name: Deborah L. Overman
                                          Address: 1 B Ainsley Road, Hertford, NC 27944
--------------------- ------------------- --------------------------------------------------------------------------

241,215               241,215             Name: Emerson L. Overman
                                          Address: 997 John White Road, Elizabeth City, NC 27909
--------------------- ------------------- --------------------------------------------------------------------------

60,000                60,000              Name: Viola Overman
                                          Address: 6A Ainsley Road, Hertford, NC 27944
--------------------- ------------------- --------------------------------------------------------------------------

241,215               241,215             Name: Leonard W. Overman, Jr.
                                          Address: 330 Ryland Road, Tyner NC 27980
--------------------- ------------------- --------------------------------------------------------------------------

60,000                60,000              Name: Leonard W. Overman, Sr.
                                          Address: 6A Ainsley Road, Hertford, NC 27944
--------------------- ------------------- --------------------------------------------------------------------------

25,000                25,000              Name: Bruce Read
                                          Address: 1900 Bloor Street E., Suite 504, Mississauga, ON L4X 2S1
--------------------- ------------------- --------------------------------------------------------------------------

10,000                10,000              Name: Diane Rudy
                                          Address: 98 Yellowfield Boulevard, Elkton, MD 21921
--------------------- ------------------- --------------------------------------------------------------------------

33,500                33,500              Name: Lawrence W. Sawyer, Sr.
                                          Address: Rt. 2Box 67AA, Hertford, NC 27944
--------------------- ------------------- --------------------------------------------------------------------------

200,000               200,000             Name: Kulwani Shahi
                                          Address: 1 Arborwood Court, East Winsor, NJ 08520
--------------------- ------------------- --------------------------------------------------------------------------

250,000               250,000             Name: Donald M. Spears
                                          Address: P.O. Box 622, Malvern, AR 72104
--------------------- ------------------- --------------------------------------------------------------------------

200,000               200,000             Name: Gerry N. Spears
                                          Address:  P.O. Box 622, Malvern, AR 72104
--------------------- ------------------- --------------------------------------------------------------------------

15,667                15,667              Name: Charles Stallings
                                          Address: 1233 Four Folks Road, Elizabeth City, NC 27909
--------------------- ------------------- --------------------------------------------------------------------------

34,000                34,000
                                          Name: Larry & June Stallings
                                          Address: 1018 Ryland Road, Tyner, NC 27980
--------------------- ------------------- --------------------------------------------------------------------------

17,140                17,140
                                          Name: Don Steely
                                          Address: 11 Sandstone Court, Little Rock, AR 72227
--------------------- ------------------- --------------------------------------------------------------------------

10,000                10,000
                                          Name:  Barbara S. Stevens
                                          Address:  6 White Hat Road, Herford, NC  27944
--------------------- ------------------- --------------------------------------------------------------------------

25,000                25,000              Name: Hugo Vilegas
                                          Address: 192 Rainbow Lane, Hiram, GA 30141
--------------------- ------------------- --------------------------------------------------------------------------

50,000                50,000              Name: Kevin Wachter
                                          Address: 475 Buckhead Avenue, Duluth, GA 30097

--------------------- ------------------- --------------------------------------------------------------------------

26,200                26,200
                                          Name: Derek & Melissa Witcher
                                          Address: 106 Jason Drive, Elizabeth City, NC 27909
--------------------- ------------------- --------------------------------------------------------------------------

1,516,083             1,516,083           Anthony C. Overman Revocable Trust

                                          Name: ______________________________
                                          Address: 1B Ainsley Road, Hertford, NC 27944
--------------------- ------------------- --------------------------------------------------------------------------

72,100                72,100              Atlanta Communications Investors

                                          Name: ______________________________
                                          Address: 1 Buckhead Plaza, Suite 1585 306, Atlanta, GA 30305
--------------------- ------------------- --------------------------------------------------------------------------

180,000               180,000             Coastal Warehouse, LLC

                                          Name: ______________________________
                                          Address: 23301 US Hwy 64 West, Crestwell, NC 27978
--------------------- ------------------- --------------------------------------------------------------------------

80,000                80,000              Name: William Edmundson
                                          Address: 214 Mulberry Hill Lane, Edenton, NC 27932
--------------------- ------------------- --------------------------------------------------------------------------

55,000                55,000              Lantag Communications or its Nominees

                                          Name: ______________________________
                                          Address: P.O. Box 622, Malvern, AK 72104
--------------------- ------------------- --------------------------------------------------------------------------

100,000               100,000             Molly Bear Spears (Irrevocable Trust)

                                          Name: ______________________________
                                          Address:  P.O. Box 622, Malvern, AR 72104
--------------------- ------------------- --------------------------------------------------------------------------

75,000                75,000              Name: Dean Keil
                                          Address: 5019 80th Terrace South, Lake Worth, FL 33467


</TABLE>

<PAGE>


                                  SCHEDULE 3.1

                           ILDC FOREIGN QUALIFICATIONS


ILDC is registered as a foreign corporation in the state of Georgia.


<PAGE>


                                  SCHEDULE 3.5

                             ILDC STOCKHOLDERS LIST

----------------------------------------------------- -------------
Name                                                  Shares
----------------------------------------------------- -------------

123 Trust Limited                                           75,000
----------------------------------------------------- -------------

Abbitt, Robert B.                                            2,000
----------------------------------------------------- -------------

Adams, Kimberley J.                                            200
----------------------------------------------------- -------------

Adams Sr. Mr. & Mrs. Randolph                                2,000
----------------------------------------------------- -------------

Albrecht, Craig T.                                           2,597
----------------------------------------------------- -------------

Albrecht, Phyllis                                            6,597
----------------------------------------------------- -------------

Albrecht, Jeanetta L.                                        4,000
----------------------------------------------------- -------------

Amato, Louis J.                                              2,000
----------------------------------------------------- -------------

Ambrose, Mitchell                                            1,000
----------------------------------------------------- -------------

Anderson, Lisa R.                                              200
----------------------------------------------------- -------------

Anthony C. Overman Revocable Trust                       1,516,083
----------------------------------------------------- -------------

Askew Jr., William                                             467
----------------------------------------------------- -------------

Askew, Joseph & Judy                                         2,000
----------------------------------------------------- -------------

Askew, Mary                                                    198
----------------------------------------------------- -------------

Askew, Kevin & Dawn                                            200
----------------------------------------------------- -------------

Askew Sr., William                                          26,693
----------------------------------------------------- -------------

Atkins, Bobby & Lawana                                       1,000
----------------------------------------------------- -------------

Atlanta Communications Investors                            72,100
----------------------------------------------------- -------------

Baccus Jr., Gilbert                                          1,400
----------------------------------------------------- -------------

Bailey, James & Marsha                                       1,000
----------------------------------------------------- -------------

Bandy, Jack                                                  1,362
---------------------------------------------------- -------------

Bass, Sandra                                                 1,000
----------------------------------------------------- -------------

Bateman, William B.                                            500
----------------------------------------------------- -------------

Berry, Samuel T. & Peggy F.                                  1,000
----------------------------------------------------- -------------

Billy Joe's Contracting Service                              8,000
----------------------------------------------------- -------------

Blanchard, Rube F.                                           6,000
----------------------------------------------------- -------------

Blood of Jesus Ministries                                    1,000
----------------------------------------------------- -------------

Boone, Willie                                                1,000
----------------------------------------------------- -------------

Bowman, Tommy & Sharon                                       2,500
----------------------------------------------------- -------------

Boyce, Robert A. & Paula S.                                  1,000
----------------------------------------------------- -------------

Braddy, Ricky D.                                               500
----------------------------------------------------- -------------

Bradham, Julian Terrell                                      2,300
----------------------------------------------------- -------------

Bright, C.F & Carolyn O.                                     1,000
----------------------------------------------------- -------------

Bright, Mark                                                 2,000
----------------------------------------------------- -------------

Brinkley, Mr. & Mrs. John                                    1,000
----------------------------------------------------- -------------

Brinson, Gregory                                             4,000
----------------------------------------------------- -------------

Brown, Shirley                                                  70
----------------------------------------------------- -------------

Bryant, Garry E.                                             1,400
----------------------------------------------------- -------------

Buchanan, Timothy L.                                         2,260
----------------------------------------------------- -------------

Buchanan, Cecil                                              3,140
----------------------------------------------------- -------------

Buzzell Family Ltd. Partnership                             25,000
----------------------------------------------------- -------------

Byrd, Sharon                                                   600
----------------------------------------------------- -------------

Byrum, Walter & Robin                                        1,500
----------------------------------------------------- -------------

Byrum, Leamon V.                                               500
----------------------------------------------------- -------------

Byrum, Harold & Betty                                        4,000
----------------------------------------------------- -------------

Byrum, Bobby L. & Jerry                                        500
----------------------------------------------------- -------------

Byrum Jr.,  John B. & Deborah                                1,000
----------------------------------------------------- -------------

Byrum, John B. & Nina                                        1,300
----------------------------------------------------- -------------

Byrum, Jerry & Joyce                                           200
----------------------------------------------------- -------------

Carawan, Lila L.                                               600
----------------------------------------------------- -------------

Carr, LaRonda O.                                            25,000
----------------------------------------------------- -------------

Cason, William H. & Nancy S.                                 1,000
----------------------------------------------------- -------------

Casper Investment                                            1,000
----------------------------------------------------- -------------

Cerebral Trading                                            10,000
----------------------------------------------------- -------------

Chappell, Earl & Terry                                         200
----------------------------------------------------- -------------

Chappell, William & Sharon                                   2,000
----------------------------------------------------- -------------

Chappell Jr., John William                                   2,000
----------------------------------------------------- -------------

Chappell , Roger B.                                            200
----------------------------------------------------- -------------

Chappell, William B.                                         1,000
----------------------------------------------------- -------------

Clark II, Glen Mason                                         1,000
----------------------------------------------------- -------------

Coastal Warehouse, LLC                                     190,000
----------------------------------------------------- -------------

Cobb II, Larry Thomas                                          300
----------------------------------------------------- -------------

Coggin, Brad A.                                                200
----------------------------------------------------- -------------

Cole, Ralph                                                  1,000
----------------------------------------------------- -------------

Colonna, Preston & Jacquelina                                  100
----------------------------------------------------- -------------

Copeland, Devolure                                              99
----------------------------------------------------- -------------

Copeland, Wallace                                               70
----------------------------------------------------- -------------

Copeland, Paul Durwood & Rhonda                                200
----------------------------------------------------- -------------

Copeland, Salinas                                              498
----------------------------------------------------- -------------

Cordell, Kevin R.                                           25,000
----------------------------------------------------- -------------

Corprew, Mr. & Mrs. Anthony Wayne                            1,000
----------------------------------------------------- -------------

Cowan, Michael                                                 200
----------------------------------------------------- -------------

Crone, Robert & Gail                                        23,392
----------------------------------------------------- -------------

Crouse, Jon S.                                               7,500
----------------------------------------------------- -------------

Crouse Jr., David                                            1,000
----------------------------------------------------- -------------

Culbertson, Dr. Wayne E.                                     3,000
----------------------------------------------------- -------------

Curtice, Margene                                            10,000
----------------------------------------------------- -------------

Dagenhart,  Robert L.                                        2,000
----------------------------------------------------- -------------

Daniels, Billie & Lana                                       1,000
----------------------------------------------------- -------------

Davis Jr., Dr. Alden                                         2,000
----------------------------------------------------- -------------

Davis, Gerald Wayne                                          2,000
----------------------------------------------------- -------------

Desert Sands Limited                                        10,000
----------------------------------------------------- -------------

Dickens, Billy Joe                                          92,800
----------------------------------------------------- -------------

Difebo, Philip                                               1,000
----------------------------------------------------- -------------

Drake, Amy                                                     297
----------------------------------------------------- -------------

Drake, Jeremy                                                  915
----------------------------------------------------- -------------

Dukes, Jerry & Sallie                                          500
----------------------------------------------------- -------------

Duncan Jr., James E.                                         1,000
----------------------------------------------------- -------------

Dunlow, Joseph N. & Amber P.                                 2,400
----------------------------------------------------- -------------

Dunlow, Robert M. & Julie M.                                   900
----------------------------------------------------- -------------

Dunlow, Bettie                                               1,000
----------------------------------------------------- -------------

Dunlow, Milton B. & Susan J.                                 1,000
----------------------------------------------------- -------------

E & S Holdings                                              37,898
----------------------------------------------------- -------------

Eagle, Steven                                                  263
----------------------------------------------------- -------------

Eastern VA Conference of the IPHC                           15,000
----------------------------------------------------- -------------

Edmundson, William F.                                       80,000
----------------------------------------------------- -------------

Eley, J. Sindey & Candice                                    2,000
----------------------------------------------------- -------------

Elizabeth City IPHC                                          1,000
----------------------------------------------------- -------------

Ellis, James                                                10,000
----------------------------------------------------- -------------

Evans, John T.                                               2,000
----------------------------------------------------- -------------

Faith Outreach                                               1,000
----------------------------------------------------- -------------

Farless,  Lonnie Wood & Pattie                               5,000
----------------------------------------------------- -------------

Feiger, Robert E.                                            1,788
----------------------------------------------------- -------------

Ferebee, Brad                                                  200
----------------------------------------------------- -------------

Ferebee, Audrey                                                800
----------------------------------------------------- -------------

Ferebee,  Maggelene                                             70
----------------------------------------------------- -------------

Flanagan, Franklin                                           2,000
----------------------------------------------------- -------------

Forehand, Carroll J.                                         6,000
----------------------------------------------------- -------------

Fowler, Raymond                                                140
----------------------------------------------------- -------------

Fox,  Ron                                                    6,000
----------------------------------------------------- -------------

Freeman, Paula S.                                              200
----------------------------------------------------- -------------

Garrett, Timothy James & Anita R.                              200
----------------------------------------------------- -------------

Gathings Jr. Allen Wayne                                     2,000
----------------------------------------------------- -------------

Gerber, Bob & Charlotte                                      7,551
----------------------------------------------------- -------------

Gibbs, Milford                                                 200
----------------------------------------------------- -------------

Gimenez, Anna                                                1,000
----------------------------------------------------- -------------

Gimenez, Anne                                                5,000
----------------------------------------------------- -------------

Gimenez, Anne                                               15,000
----------------------------------------------------- -------------

Gimenez, John                                               24,000
----------------------------------------------------- -------------

Godfrey, Richard T. & Elizabeth Ann                            600
----------------------------------------------------- -------------

Godwin, Katrina                                                198
----------------------------------------------------- -------------

Graves, Paul                                                 1,000
----------------------------------------------------- -------------

Grieco, Andre & Paula                                          132
----------------------------------------------------- -------------

Grieco, Darro                                               20,649
----------------------------------------------------- -------------

Hall, David W.                                               2,498
----------------------------------------------------- -------------

Halley, Joann C.                                               500
----------------------------------------------------- -------------

Hamilton, Mike & Lynette                                       400
----------------------------------------------------- -------------


Hamilton, A. Douglas                                        11,000
----------------------------------------------------- -------------

Hare, Jerry B. & Rhonda B.                                   5,000
----------------------------------------------------- -------------

Hare, Dawn                                                     600
----------------------------------------------------- -------------

Hare, Chrystal                                                 200
----------------------------------------------------- -------------

Hare, Carolyn                                                  200
----------------------------------------------------- -------------

Hare, Michael R. & Mary B.                                   1,000
----------------------------------------------------- -------------

Hare, Andy                                                   4,800
----------------------------------------------------- -------------

Harrell, George A.                                          15,940
----------------------------------------------------- -------------

Harrell, David B. & Karen P.                                 1,000
----------------------------------------------------- -------------

Harrell, George Kevin                                        1,000
----------------------------------------------------- -------------

Harris, Ryan                                                   400
----------------------------------------------------- -------------

Harrison, Regina F.                                            200
----------------------------------------------------- -------------

Hasan, Syed Asghar                                          50,000
----------------------------------------------------- -------------

Hasnain, Syed Ashraf                                        50,000
----------------------------------------------------- -------------

Hayes, David E.                                              1,000
----------------------------------------------------- -------------

Henshaw, Stacy A.                                              200
----------------------------------------------------- -------------

Herriott, Jane                                               1,001
----------------------------------------------------- -------------

Herriott, Dan                                                1,376
----------------------------------------------------- -------------

Hodges, Howard & Linda                                       1,000
----------------------------------------------------- -------------

Hoggard, Curtis R. & Renee A.                                1,000
----------------------------------------------------- -------------

Hoggard Jr., Joseph R.                                       2,000
----------------------------------------------------- -------------

Hoggard, Charney & Mary                                        300
----------------------------------------------------- -------------

Hoggard, Mark Daniel                                         2,000
----------------------------------------------------- -------------

Hoggard, Patrick K.                                            400
----------------------------------------------------- -------------

Holland, Troy W.                                               400
----------------------------------------------------- -------------

Holland, Anthony E. & Tamara D.                              1,000
----------------------------------------------------- -------------

Holland, Ronnie W.                                           1,000
----------------------------------------------------- -------------

Holland, Tony W.                                               800
----------------------------------------------------- -------------

Holland, Robert C. & Delsie H.                               1,000
----------------------------------------------------- -------------

Holloman, Vincent M.                                         1,000
----------------------------------------------------- -------------

Hooper Jr., Cleveland F. & Annette E.                        1,400
----------------------------------------------------- -------------

Hopkins, Thomas H.                                           3,000
----------------------------------------------------- -------------

Hughes Jr. Percy G. & Mary F.                                1,000
----------------------------------------------------- -------------

Hughes, Lennie L.                                           50,000
----------------------------------------------------- -------------

Hughes, Gary G. & Pamela B.                                  2,000
----------------------------------------------------- -------------

Ibison Reginald & Sharon                                   225,000
----------------------------------------------------- -------------

Integrated Global Resources                                  2,000
----------------------------------------------------- -------------

J.W. Harrell Construction Company                            8,000
----------------------------------------------------- -------------

Jarvis, Wilma W.                                             1,000
----------------------------------------------------- -------------

Jemmott Jr., David                                             200
----------------------------------------------------- -------------

Jennings, Joseph D.                                            500
----------------------------------------------------- -------------

Jennings, Lucy                                               1,000
----------------------------------------------------- -------------

Jenson, Rod                                                  1,001
----------------------------------------------------- -------------

Jernigan, Oressa                                               140
----------------------------------------------------- -------------

Johnson, Carroll & Ruthann                                     200
----------------------------------------------------- -------------

Johnson, John F.                                             1,000
----------------------------------------------------- -------------

Jolly Green Giant Trust                                      7,917
----------------------------------------------------- -------------

Jones, Lonnie W. & Karen D.                                  1,000
----------------------------------------------------- -------------

Josue Sr., Alfredo & Joan F.                                 1,000
----------------------------------------------------- -------------

Kearns, Thomas E.                                              200
----------------------------------------------------- -------------

Keil, Dean                                                  75,000
----------------------------------------------------- -------------

Kendall, David B.                                            2,000
----------------------------------------------------- -------------

Killgore, Gary T. & Brenda D.                                2,500
----------------------------------------------------- -------------

Klender, James                                               5,000
----------------------------------------------------- -------------

Klender, Crystal O.                                          5,000
----------------------------------------------------- -------------

Knox, Jeff L.                                                  300
----------------------------------------------------- -------------

Lacasse, David & Melanie                                     1,200
----------------------------------------------------- -------------

Lachapelle III, Robert & Karen                                 600
----------------------------------------------------- -------------

Lamb, Dorothy                                                  597
----------------------------------------------------- -------------

Lane, Duwood P.                                              1,000
----------------------------------------------------- -------------

Langley, Tony A. & Glenn C.                                  4,000
----------------------------------------------------- -------------

Langley, Bernice J., Tony A., & Glenn C.                       200
----------------------------------------------------- -------------

Lanich, LeAnne M.                                              200
----------------------------------------------------- -------------

Lantag Communications or its Nominees                       55,000
-----------------------------------------------------  ------------

Lee, Hai Soon                                                2,002
----------------------------------------------------- -------------

Leggett Sr. William                                            200
----------------------------------------------------- -------------

Leggett Jr. William & Lonnie R. Shearin                        200
----------------------------------------------------- -------------

Lewis, Jim & Wendy                                             200
----------------------------------------------------- -------------

Lewis, Tony                                                     99
----------------------------------------------------- -------------

Lewis Jr., Carl W.                                          60,501
----------------------------------------------------- -------------

Light, Rick & Georianna                                      1,001
----------------------------------------------------- -------------

Lilly, Brian K. & Donna B.                                   1,000
----------------------------------------------------- -------------

Lilly, William Douglas                                       1,000
----------------------------------------------------- -------------

Lister Sr., Isaac L.                                         1,000
----------------------------------------------------- -------------

Londono, Gabriel J. & Ana L.                                25,000
----------------------------------------------------- -------------

Losiciale, Vincent                                          15,000
----------------------------------------------------- -------------

Louie, Don                                                     189
----------------------------------------------------- -------------

Marcuccio, Catherine                                         2,000
----------------------------------------------------- -------------

Mariano, Tanya C.                                              500
----------------------------------------------------- -------------

Martin, Alfred G. & Valerie A.                               1,000
----------------------------------------------------- -------------

Mayo, William A. & Sylvia J.                                 1,000
----------------------------------------------------- -------------

McAvoy, Wyant                                               25,000
----------------------------------------------------- -------------

McCoy, Elnora                                                  140
----------------------------------------------------- -------------

McLean, Ronald L.                                            1,000
----------------------------------------------------- -------------

McLean, Roger A.                                             1,000
----------------------------------------------------- -------------

McLean, Dexter                                               1,000
----------------------------------------------------- -------------

McLeod, Harold & Pamela                                     11,000
----------------------------------------------------- -------------

McPherson, Deborah & Valerie                                   199
----------------------------------------------------- -------------

McPherson, Valerie                                              99
----------------------------------------------------- -------------

McPherson, Cornell                                              99
----------------------------------------------------- -------------

Medway, Georgia Z.                                           1,000
----------------------------------------------------- -------------

Miller, Matthew                                              2,000
----------------------------------------------------- -------------

Miller, Ruth W.                                              8,686
----------------------------------------------------- -------------

Mills, Lisa T.                                                 200
----------------------------------------------------- -------------

Mizelle, Jim L. & Peggy D.                                     400
----------------------------------------------------- -------------

Mizelle, Jimmy Dean                                            500
----------------------------------------------------- -------------

Mizelle, Dean                                                  500
----------------------------------------------------- -------------

Molly Bea Spears (Irrevoable  Trust)                       100,000
----------------------------------------------------- -------------

Monsees, Charles L.                                          1,000
----------------------------------------------------- -------------

Monsen, Caroline                                               800
----------------------------------------------------- -------------

Moore, Gary C.                                               5,000
----------------------------------------------------- -------------

Moore, Michael S. & Sherri M.                                  500
----------------------------------------------------- -------------

Morris, Lino G.                                             75,000
----------------------------------------------------- -------------

Morris, Mary                                                    99
----------------------------------------------------- -------------

Mulder,  Marlin                                              5,000
----------------------------------------------------- -------------

Mulder, Mildred A.                                           1,600
----------------------------------------------------- -------------

N-9 of Rawlins                                               1,001
----------------------------------------------------- -------------

Nelson, Jack                                                50,000
----------------------------------------------------- -------------

Newsome, Mattie                                                 99
----------------------------------------------------- -------------

Nichols, Johnny & Pamela                                       200
----------------------------------------------------- -------------

Nichols, William C.                                            200
----------------------------------------------------- -------------

Nicholson, R.P.                                              1,000
----------------------------------------------------- -------------

Nolz, Paul B.                                                  200
----------------------------------------------------- -------------

O'Dea, Charles L.                                            1,000
----------------------------------------------------- -------------

O'Kelly, Christine                                           1,001
----------------------------------------------------- -------------

O'Neil, William E.                                           1,000
----------------------------------------------------- -------------

Oliver, Myrtle & Orressa Jernigan                              100
----------------------------------------------------- -------------

Oliver, Faye                                                   198
----------------------------------------------------- -------------

Olmstead, Iris Hare                                          1,000
----------------------------------------------------- -------------

Overman, David                                               1,265
----------------------------------------------------- -------------

Overman, Emerson L.                                        241,215
----------------------------------------------------- -------------

Overman Sr. W. Leonard                                      60,000
----------------------------------------------------- -------------

Overman Jr., C. Anthony                                      1,266
----------------------------------------------------- -------------

Overman, Brenda R.                                           5,000
----------------------------------------------------- -------------

Overman Jr., W. Leonard                                    241,215
----------------------------------------------------- -------------

Overman, Viola P.                                           60,000
----------------------------------------------------- -------------

Overman, Deborah L.                                         95,000
----------------------------------------------------- -------------

Overman, Leon B.                                             4,000
----------------------------------------------------- -------------

Overton Jr., Robert W. & Sue G.                             11,064
----------------------------------------------------- -------------


Ozanne, Jeff J. & Darla J.                                   1,000
----------------------------------------------------- -------------

Ozanne, Maurice W.                                           1,000
----------------------------------------------------- -------------

Padgett, Dennis                                              6,000
----------------------------------------------------- -------------

Panorama Financial                                          11,522
----------------------------------------------------- -------------

Perry, Curtis R. & Joyce L.                                    300
----------------------------------------------------- -------------

Perry , Logan R.                                               200
----------------------------------------------------- -------------

Perry, Daryl L.                                                600
----------------------------------------------------- -------------

Perry, Luther                                                  120
----------------------------------------------------- -------------

Perry, Robley                                               11,000
----------------------------------------------------- -------------

Perry, Donna J.                                                200
----------------------------------------------------- -------------

Perry, Joe W.                                                  500
----------------------------------------------------- -------------

Perry, William Bryant                                        2,000
----------------------------------------------------- -------------

Phelps, Steven Craig                                         1,200
----------------------------------------------------- -------------

Phelps Jr., William T. & Patricia W.                         5,000
----------------------------------------------------- -------------

Phillips Sr., Randy L.                                         200
----------------------------------------------------- -------------

Pierce, Carol                                                  500
----------------------------------------------------- -------------

Pillow, Henry D. & Sarah L.                                  1,000
----------------------------------------------------- -------------

Pitcher, John                                                1,001
----------------------------------------------------- -------------

Porter, Bonnie                                                  99
----------------------------------------------------- -------------

Poyner, Michael L.                                             100
----------------------------------------------------- -------------

Pranger, William E. & Joanna                                   500
----------------------------------------------------- -------------

Pritchard Sr., William P.                                      200
----------------------------------------------------- -------------

R & R Enterprises Properties, LLC                            5,000
----------------------------------------------------- -------------

Ransim, Henry                                                5,000
----------------------------------------------------- -------------

Rawls Jr., Linwood L.                                          500
----------------------------------------------------- -------------

Rawls, Linwood L. & Louise W.                                1,000
----------------------------------------------------- -------------

Read, Bruce                                                 25,000
----------------------------------------------------- -------------

Redmond, Errick                                              1,000
----------------------------------------------------- -------------

Reuben,  Dr. Allen                                           6,000
----------------------------------------------------- -------------

Revis, Tim W.                                               10,000
----------------------------------------------------- -------------

Rex Nichols Family Partnership, Ltd.                        50,000
----------------------------------------------------- -------------

Riddick, James R.                                            8,000
----------------------------------------------------- -------------

Riggs, James S. & Beth H.                                    2,000
----------------------------------------------------- -------------

Rittenhouse, Rodney W. & Dianne M.                           1,000
----------------------------------------------------- -------------

Roberson, Al                                                 5,000
----------------------------------------------------- -------------

Roffo, Diane                                                 1,000
----------------------------------------------------- -------------

Ross, Scott R. & Deborah                                       500
----------------------------------------------------- -------------

Rudy, Diane                                                 10,000
----------------------------------------------------- -------------

Samame, Julio                                               10,000
----------------------------------------------------- -------------

Sawyer, Mark                                                   398
----------------------------------------------------- -------------

Sawyer, Sr. Lawrence W.                                     33,500
----------------------------------------------------- -------------

Seawall, David                                               1,001
----------------------------------------------------- -------------

Self III, Mr. & Mrs. IR                                        400
----------------------------------------------------- -------------

Shahi, Kulwant                                             200,000
----------------------------------------------------- -------------

Shamis, Carolyn                                              4,000
----------------------------------------------------- -------------

Shaw, William H. & Reta L.                                   1,000
----------------------------------------------------- -------------

Shouse, Cherry                                               2,000
----------------------------------------------------- -------------

SHR Trust Limited                                           50,000
----------------------------------------------------- -------------

Simpson, Charles W. & Olga                                   1,000
----------------------------------------------------- -------------

Singh, Gail                                                  4,000
----------------------------------------------------- -------------

Singh, Sarah                                                   800
----------------------------------------------------- -------------

Smith , Patience D.                                            400
----------------------------------------------------- -------------

Smith, Angie K.                                                400
----------------------------------------------------- -------------

Smith, Rodney B.                                             1,000
----------------------------------------------------- -------------

Smith, Douglas B. & Aleta M.                                 1,000
----------------------------------------------------- -------------

Smith, Frank M. & Angie K.                                   3,000
----------------------------------------------------- -------------

Smith, Barbara C.                                            1,000
----------------------------------------------------- -------------

Smith, Kermit & Eva                                          1,000
----------------------------------------------------- -------------

Spear, Deborah K.                                            6,000
----------------------------------------------------- -------------

Spears, Gerry N.                                           200,000
----------------------------------------------------- -------------

Spears, Donald M.                                          250,000
----------------------------------------------------- -------------

Spence, Sharon                                                 198
----------------------------------------------------- -------------

Spence, Mrs. Shelton                                           100
----------------------------------------------------- -------------

Stallings,  Kuwarn                                              70
----------------------------------------------------- -------------

Stallings, Jimmy E.                                          2,000
----------------------------------------------------- -------------

Stallings, Edna P. & Jimmy E.                                  400
----------------------------------------------------- -------------

Stallings, Darryl E. Wanda C.                                4,800
----------------------------------------------------- -------------

Stallings, Larry & June                                     34,000
----------------------------------------------------- -------------

Stallings, Alton Ray & Anna R.                                 200
----------------------------------------------------- -------------

Stallings, Charles                                          15,667
----------------------------------------------------- -------------

Starks, Grady & Judith                                       2,000
----------------------------------------------------- -------------

Steely, Don                                                 17,140
----------------------------------------------------- -------------

Stepney, Mary                                                   70
----------------------------------------------------- -------------

Stevens, Barbara S.                                         10,000
----------------------------------------------------- -------------

Summerford, Allen P.                                        31,250
----------------------------------------------------- -------------

Suter, Terry D.                                                300
----------------------------------------------------- -------------

Swain, Hal & Janet                                             400
----------------------------------------------------- -------------

Swain, Susan M.                                              2,000
----------------------------------------------------- -------------

Swanson, Martin                                              1,000
----------------------------------------------------- -------------

Taylor, George & Annie                                       2,430
----------------------------------------------------- -------------

Taylor, Joel V.                                              2,000
----------------------------------------------------- -------------

Terry, Ken & Rhonda                                          2,000
----------------------------------------------------- -------------

Terry, Kelvin                                                  600
----------------------------------------------------- -------------

Terry, Keith A. & Cynthia B.                                   200
----------------------------------------------------- -------------

Totty, Gregory L. & Janet L.                                   540
----------------------------------------------------- -------------

Tribus, Paul A.                                              1,000
----------------------------------------------------- -------------

Trotman, Walter L.                                             697
----------------------------------------------------- -------------

Trotman, Diane                                                 398
----------------------------------------------------- -------------

Trueblood, Ricky W. & Reggie W.                              1,000
----------------------------------------------------- -------------

Trueblood, Carolyn D.                                        1,000
----------------------------------------------------- -------------

Tynch, Ricky V.                                              1,000
----------------------------------------------------- -------------

Tynch, Aubrey D.                                             2,000
----------------------------------------------------- -------------

Vaughan, Willie & Annie                                      2,500
----------------------------------------------------- -------------

Vaughan, Linda J.                                            3,500
----------------------------------------------------- -------------

Villegas, Hugo                                              25,000
----------------------------------------------------- -------------

Wachter, Kevin                                              50,000
----------------------------------------------------- -------------

Walls, Michael                                               1,000
----------------------------------------------------- -------------

Walls, Larry E.                                              1,000
----------------------------------------------------- -------------

Walls, Gregory S.                                            1,000
----------------------------------------------------- -------------

Ward, Harry R. & Teresa B.                                     600
----------------------------------------------------- -------------

Ward, H. Ivey & Jackie                                         200
----------------------------------------------------- -------------

Ward, Randolph & Yvonne                                        400
----------------------------------------------------- -------------

Ward, Dennis M.                                                400
----------------------------------------------------- -------------

Ware, Carlton N. & Crystal S.                                2,000
----------------------------------------------------- -------------

Warren, Edward C.                                            1,000
----------------------------------------------------- -------------

Watson, Linda                                                1,000
----------------------------------------------------- -------------

WBC Family Estate Trust                                      5,001
----------------------------------------------------- -------------

Wendal Williams Trust                                       17,201
----------------------------------------------------- ------------

Whidbee, Andre                                                 764
----------------------------------------------------- -------------

White Jr., Oscar                                             1,000
----------------------------------------------------- -------------

White, William & Melody                                      1,060
----------------------------------------------------- -------------

White, Henry F.                                              1,500
----------------------------------------------------- -------------

White, Wallace                                              20,000
----------------------------------------------------- -------------

White, Namanuel                                                140
----------------------------------------------------- -------------

White, Oscar E.                                              2,000
----------------------------------------------------- -------------

Whitehurst, Beth                                            10,000
----------------------------------------------------- -------------

Wiggins, Gerald G.                                           1,000
----------------------------------------------------- -------------

Wiggins, Patricia P.                                         1,000
----------------------------------------------------- -------------

Williams Trust, Wendal                                      17,200
----------------------------------------------------- -------------

Williams, Derrick                                              198
----------------------------------------------------- -------------

Williams, Brenda Diane                                       2,000
----------------------------------------------------- -------------

Winslow, Alden & Elaine                                      4,000
----------------------------------------------------- -------------

Winslow, Willis B. & Evelyn L.                                 500
----------------------------------------------------- -------------

Winslow, Harry & Brenda W.                                   2,000
----------------------------------------------------- -------------

Winslow, James H.                                            1,000
----------------------------------------------------- -------------

Witcher, Derek D. & Melissa S.                              26,200
----------------------------------------------------- -------------

Woods, Gary G.                                                 250
----------------------------------------------------- -------------

Woods, Ronald R. & Betty E.                                    250
----------------------------------------------------- -------------

Worrie, Norma                                                1,000
----------------------------------------------------- -------------

Yoder, Alva & Susan                                          3,400
----------------------------------------------------- -------------

Young, Greg R.                                               2,000
----------------------------------------------------- -------------

Zimmerman, Judith D.                                         2,600
----------------------------------------------------- -------------

Zimmerman Sr., Peter R.                                      2,000
----------------------------------------------------- -------------

Total Investment                                         5,500,000
----------------------------------------------------- -------------


<PAGE>


                                  SCHEDULE 3.6

                                ILDC SUBSIDIARIES

1.       By  Memorandum  of  Understanding  dated  November 30, 1999,  StarTouch
         International,  Ltd.  ("StarTouch") and ILDC contemplated the formation
         of a joint venture corporation to be known as Custom Telecom Solutions,
         Ltd. ("CTS").  ILDC has issued a Note in the amount of $2,067,407.87 to
         StarTouch  International,  Ltd.  in  consideration  of a like amount of
         funds   having  been   advanced   to  ILDC.   The   incorporation   and
         organizational   documents  of  CTS,  if  prepared,  were  prepared  by
         Startouch  and its  counsel  and ILDC has  neither  seen nor has in its
         possession, any of such documents. Correspondence between StarTouch and
         ILDC,  including  a letter  dated  March 2, 2000 from Ara F.  Kalpak of
         StarTouch to Anthony  Overman,  suggest that CTS was to be dissolved on
         execution of the Promissory Note.

2.       ILDC owns 150,000 shares of common stock of Airtime Technologies, Inc.,
         one hundred  twenty  thousand  (120,000) of which shares were issued on
         April 3, 2000 and thirty  thousand  (30,000)  of which  were  issued on
         April 10, 2000.




<PAGE>


                                  SCHEDULE 3.7

                            ILDC FINANCIAL STATEMENTS

ILDC has  delivered  December 31, 1999  unaudited  financial  statements  to Old
Night.  ILDC has not delivered  January 31, 2000 audited or unaudited  financial
statements. The financial statements delivered by ILDC are subject to change.

Old Night has advanced in total $2,149,000 to ILDC by way of seven separate loan
transactions  on May 2, 3, 9 and 10,  2000 and June 15, 19 and 27,  2000.  These
funds are evidenced by promissory notes secured by the assets of ILDC.

In February, 2000, BDR, Inc. loaned ILDC $1,500,000. This loan is evidenced by a
promissory  note.  The  promissory  note  is  due  September  30,  2000  and  is
non-interest  bearing.  On closing the share exchange,  the amount due under the
note will be converted into a capital  contribution  to ILDC (the  "Conversion")
and the note will be extinguished  and be of no further force or effect.  On the
Conversion,  BDR, Inc. will be granted an option to purchase  150,000  shares of
common stock of ILDC at an exercise price of $5.00 per share. The option will be
exerciseable  immediately  following the Conversion but must be exercised within
five (5) years of the date of Conversion.

See discussion on Schedule 3.6 regarding Star Touch International, Ltd.


<PAGE>


                                  SCHEDULE 3.8

                           DISCLOSURE OF TRANSACTIONS
                     NOT IN THE ORDINARY COURSE OF BUSINESS


1. ILDC currently has purchase  commitments for purchases of switching equipment
as follows:

     a.   Purchase order dated March 6 issued to Nuera Communications,  Inc. for
          switching equipment with a purchase price of $555,975.

     b.   Purchase  order dated  December 3, 1999 issued to Salix  Technologies,
          Inc.  for  switching  equipment  with an aggregate  purchase  price of
          $5,514,684.

     c.   Purchase order dated  February 22, 2000 issued to Salix  Technologies,
          Inc.  for  switching  equipment  with an aggregate  purchase  price of
          $4,220,580.

     d.   Purchase order dated February 22, issued to Salix  Technologies,  Inc.
          for  switching   equipment   with  an  aggregate   purchase  price  of
          $2,757,342.

     e.  Purchase  order issued to Spring Tide  Networks  dated May 25, 2000 for
         switching equipment with an aggregate purchase price of $245,700.

     f.  Purchase Order issued to Lucent  Technologies  for two switches with an
         aggregate  purchase  price of  $860,182.20.  This  purchase  order  was
         amended  as a  result  of an  upgrade  in the  ordered  equipment;  the
         purchase price has been increased to $921,036.96.

2. See  Agreements  referenced on Schedules  3.13 Title to  Properties  and 3.10
Contractual Commitments.

3.       ILDC  does not  currently  have any  material  written  contracts  with
         customers.  However,  ILDC is in active discussions with four customers
         with whom ILDC anticipates  executing contracts within the next several
         weeks.  Those  contracts  are  anticipated  to involve  call  volume of
         approximately 60,000,000 minutes a month.


<PAGE>


                                  SCHEDULE 3.9

                      UNDISCLOSED OR CONTINGENT LIABILITIES


See Schedule 3.11 regarding litigation.

See  Agreements  referenced  on  Schedules  3.13  Title  to  Property  and  3.10
Contractual  Commitments  to the extent  entered into after the date of the ILDC
Balance Sheet.

ILDC has received  correspondence dated May 16, 2000 from the law firm of Brown,
Flebotte,  Wilson & Horn,  P.L.L.C.  ("Brown")  of Durham,  North  Carolina  who
represent Charles and Olga Simpson (the "Simpsons") who previously  entered into
a Joint Venture Agreement with ILDC dated November 8, 1998 (the "JV Agreement").
The Simpsons have declined  ILDC's  request to convert their rights and benefits
under  the JV  Agreement  into  Shares  of  common  stock of ILDC and they  have
retained  Brown to protect  their  rights and to "take  further  legal action if
necessary."

See Schedules 3.6  Subsidiaries and 3.11 Litigation (with reference to StarTouch
International, Ltd.).


<PAGE>


                                                    SCHEDULE 3.10

                                               CONTRACTUAL COMMITMENTS

1. See the Atlanta  Lease,  the Hertford Lease and the Atlanta  Apartment  Lease
referenced on Schedule 3.13 Title to Properties.

2.       Various third parties have entered into equipment lease arrangements as
         lessees for the benefit of ILDC.  Pursuant to  subscription  agreements
         dated April 18, 2000, such parties have received shares of common stock
         in ILDC in consideration  for entering into such leasing  arrangements.
         ILDC has, and Old Night will (as the  surviving  corporation  after the
         Transaction),  make all payments under such leasing arrangements to the
         third party lessors. Those leasing arrangements are as follows:

          a.   Carl W.  Lewis,  doing  business  as  Central  Insurance  Agency,
               entered  into an  Equipment  Lease  dated  July 17,  1998 for the
               benefit  of  ILDC  with  American  Business  Credit,  as  Lessor,
               requiring  monthly lease payments of $1,792.74,  plus  applicable
               tax.  The lease has a term of 60 months.  Section 24 of the lease
               states  that the Lessee  cannot  assign the lease or "permit  any
               item of equipment . . . to be used by anyone other than Lessee or
               Lessee's  employees."  The lease  does not  specifically  address
               share  exchange  transactions.  This  equipment  lease  has  been
               assigned to and assumed by ILDC.

          b.   Carl W.  Lewis,  doing  business  as  Central  Insurance  Agency,
               entered  into an  Equipment  Lease  dated  July 13,  1998 for the
               benefit of ILDC with Leasco,  requiring monthly lease payments of
               $1,783.60.  The lease has a term of 60 months.  Assignability  of
               the lease cannot be  determined.  This  Equipment  Lease has been
               assigned to and assumed by ILDC.

          c.   Carl W.  Lewis,  doing  business  as  Central  Insurance  Agency,
               entered  into an  Equipment  Lease  dated  June 4,  1998  for the
               benefit  of ILDC  with  Prepaid  Cellular  Services,  as  Lessor,
               requiring monthly lease payments of $1,929.43  (including taxes).
               The lease  has a term of 60  months.  Assignability  of the lease
               cannot be determined.  This Equipment  Lease has been assigned to
               and assumed by ILDC.

          d.   Carpet and  Appliance  Plaza,  Inc.,  as Lessee,  entered  into a
               Master  Equipment  Lease Agreement dated October 27, 1998 for the
               benefit  of ILDC with  Leasco,  as  Lessor.  Such  lease was also
               guaranteed  by William F.  Edmunson on October 27, 1998.  Pages 2
               and 3 of the  Master  Equipment  Lease  Agreement  are not  among
               ILDC's records.  Assignability of the lease cannot be determined.
               The monthly lease rate is $1,857.12. The lease term is 60 months.
               This equipment lease has been assigned to and assumed by ILDC.

          e.   Coastal  Warehouse,  LLC, as Lessee,  entered  into an  Equipment
               Lease  Agreement dated March 4, 1999 for the benefit of ILDC with
               Leasing Unlimited Portfolio,  Inc., as Lessor. The lease was also
               personally guaranteed by Fred D. Suter and Carolyn Suter. Section
               17 of the lease  states "you agree you may not assign  (transfer)
               any of your  interests  under the  lease to any  other  person or
               sublease any of the equipment."  The lease does not  specifically
               address share exchange  transactions.  The lease requires monthly
               payments of $2,300.00 over a 36 month term.  This equipment lease
               has been assigned to and assumed by ILDC.

          f.   Coastal  Warehouse,  LLC, as Lessee,  entered  into an  Equipment
               Lease  Agreement dated March 4, 1999 for the benefit of ILDC with
               Leasing Unlimited Portfolio,  Inc., as Lessor. The lease was also
               personally  guaranteed  by  Fred D.  Suter  and  Caroline  Suter.
               Section  17 of the lease  states  "you  agree you may not  assign
               (transfer)  any of your  interests  under  the lease to any other
               person or  sublease  any of the  equipment.  The  lease  does not
               specifically  address  share  exchange  transactions.  The  lease
               requires monthly payments of $2,300.00 over a 36 month term. This
               equipment lease has been assigned to and assumed by ILDC.

3.       ILDC  entered  into a "Basic  Intranet  Services  Agreement,  Terms and
         Conditions"   dated   April  19,   2000  with   Savvis   Communications
         Corporation,  pursuant  to  which  Savvis  provides  Permanent  Virtual
         Circuits (PVCs) to ILDC for London, Frankfurt,  Miami, Los Angeles, New
         York and Atlanta. Section 14 of the Agreement states



<PAGE>


                                  SCHEDULE 3.10

                             CONTRACTUAL COMMITMENTS

                                   (Continued)

         that "this  Agreement  shall not be  assignable  by you except with the
         written  consent of Savvis,  which  consent  shall not be  unreasonably
         withheld.  Subject to the foregoing, this Agreement shall be binding on
         and inure to the  benefit of the  parties  hereto and their  respective
         successors  and assigns." The Agreement does not  specifically  address
         share exchange transactions.

4.   ILDC entered into a Telco Facilities License Agreement on May 14, 1999 with
     Telx  Communications  Corporation  providing ILDC with a license to install
     certain  electronic  equipment to receive and deliver telephone and/or data
     communications  traffic  in Telx  Communications  Corporation's  facilities
     located at 60 Hudson  Street,  Suite 2300,  New York, New York. The license
     was  granted for a term of one year.  Section 10 of the  license  agreement
     states that "Licensee  shall not enter into any  sublicense  agreement with
     respect to the license  without prior written  consent from Licensor  which
     may or may not be granted  in  Licensor's  sole  discretion."  The  license
     agreement   does  not  address  a  change  of  control  or  share  exchange
     transactions.

5.   ILDC currently operates through a letter agreement  originally entered into
     between Prepaid Cellular Services,  Inc. and Equant Network Services,  Inc.
     which  provides ILDC access to equipment  which is collocated in facilities
     of Equant and its  affiliates  located  in  Atlanta,  Georgia,  Alexandria,
     Virginia,  Schiller,  Illinois,  Miami,  Florida,  Bellrose,  New York,  El
     Segundo,   California,   Seattle,   Washington  and  South  San  Francisco,
     California.

6.   ILDC  issued  an offer of  employment  on  April  1,  2000 to Mark  Sampson
     pursuant to which  Sampson  would serve as the Chief  Executive  Officer of
     ILDC effective April 1, 2000. The offer of employment has not been accepted
     in writing by Mark Sampson;  however, Sampson has communicated to ILDC that
     the terms of the offer are acceptable.  A formal employment agreement is to
     be prepared.

7.   ILDC entered into a Sprint  Enhanced Frame Relay Sales  Agreement on May 9,
     2000 with Carolina Telephone and Telegraph  Company,  dba Sprint, for frame
     relays to be installed  in Atlanta and Denver.  The term of the contract is
     for one year.  Assignability  of the Agreement  cannot be  determined.  The
     monthly cost of each relay is $1,324.40.

8.   ILDC  entered  into a  Contract  Service  Agreement  for Fiber  Sonet  Ring
     Services dated May 8, 2000 with Carolina  Telephone and Telegraph  Company,
     dba Sprint.  The Agreement  requires  monthly payments of $6,869.23 a month
     over a 60 month term.  Section 8 of the Agreement  prohibits the assignment
     of the  Service  Agreement"  except on written  consent of  Company,  which
     consent shall not be unreasonably withheld." The Agreement does not address
     a change of control or share exchange transactions.

9.   ILDC entered into an Arrangement  for Integrated  Services  Digital Network
     dated April 14, 2000 with Carolina  Telephone and  Telegraph  Company,  dba
     Sprint,  pursuant  to which ILDC  leases  ISDN-PRI  services  with  monthly
     charges of $678.00 payable over a 48 month term. Section 8 of the Agreement
     prohibits  the  assignment  of the  Agreement  by ILDC  "except  on written
     consent of Company." The Agreement  does not address a change of control or
     share exchange transactions.

10.  ILDC entered into a Sales  Agreement with Carolina  Telephone and Telegraph
     Company,  dba Sprint,  pursuant to which ILDC purchased  certain  telephone
     equipment for an aggregate  purchase price of $99,522.81.  ILDC made a down
     payment of $25,000. The balance of the purchase price ($74,522.81) is being
     financed  over a 48 month  period.  Section 8 of  Attachment B of the Sales
     Agreement  provides that either party may assign its rights and obligations
     to any successor in interest,  "provided it gives the other party  advanced
     written  notice  thereof and the assignee  agrees in writing to be bound by
     and assume all obligations and liability under the terms of the Agreement."
     Sprint appears to have secured  payment of the amount  outstanding  through
     the filing of a UCC financing statement in North Carolina.



<PAGE>


                                  SCHEDULE 3.10

                             CONTRACTUAL COMMITMENTS

                                   (Continued)

11.  ILDC entered into a Commercial Service Order Agreement dated April 14, 2000
     with Media One. The Agreement, which has a month to month term, has monthly
     recurring charges of $1,107.40.  The Agreement states that either party may
     assign the Agreement to a successor  without the prior  written  consent of
     the  other  party,  provided  that the  Assignment  does not  increase  the
     obligations of the other party.  The Agreement does not address a change of
     control or share exchange transactions.

12.  ILDC  entered into a  Consulting  Agreement  dated March 14, 2000 with BDR,
     Inc.  This  Agreement  is for a term of  thirty-six  months and has monthly
     charge of $7,000  per month.  The  Agreement  does not  address a change of
     control or share exchange transactions.

13.  ILDC  entered  into a  Consulting  Agreement  on or about July 1, 1999 with
     Venture TeleCom.  The Agreement is for a term of thirty-six  months and has
     monthly charge of $10,000.


14.  ILDC is in the  process of  negotiating  an  Equipment  Lease  with  Winton
     Capital Holdings, Ltd, a Delaware corporation,  pursuant to which ILDC will
     lease several Salix switches.  The Equipment Lease has a proposed effective
     date of July 31, 2000, a term of twelve months, carries a rental obligation
     of $52,500 a quarter and is  terminable  by the lessor on not less than 120
     days notice.  The  Equipment  Lease does not address a change of control of
     ILDC or share exchange transactions. 1.


<PAGE>


                                  SCHEDULE 3.11

                                 ILDC LITIGATION

1.   Compaq Computer Corp. v.  International  Long Distance Corp. State Court of
     Dekalb County, Georgia, Civil Action No. 99-A-62685-5.

         Compaq  Computer  Corp.  has instituted an action against ILDC alleging
         breach of  contract  and  seeking  damages in the  principal  amount of
         $679,071.39,  together  with  accrued  interest  of  $141,321.26  (with
         interest  accruing  at 1  1/2%  per  month  from  the  date  of  filing
         (12/8/99)),  costs and post judgment interest. ILDC has filed an Answer
         to Compaq's complaint denying any liability or obligation to Compaq.

2.   Also,  See  Section  3.9  regarding  potential  claim by  Charles  and Olga
     Simpson.

3.   StarTouch  International,  Ltd. V. International Long Distance  Corporation
     and Anthony Overman. Superior Court of Fulton County, Georgia, Civil Action
     No. 2000CU24652.

     ILDC's $2,067,407.87 Promissory Note issued to StarTouch International, Ltd
     ("StarTouch") on February 5, 2000 was due on June 5, 2000.  Payment has not
     been made. On May 26, 2000, StarTouch forwarded a letter to ILDC confirming
     the June 5th payment date and the total amount outstanding of $2,136,321.47
     (including interest of $68,913.60). StarTouch filed a Verified Complaint on
     Promissory Note in the Superior Court of Fulton County, State of Georgia on
     June 21,  2000.  Process was served on Anthony C.  Overman on July 6, 2000.
     StarTouch's complaint requests the following relief:

     15.  judgement be entered in favor of StarTouch in the principal  amount of
          $2,067,407.87;

     16.  judgement be entered in the amount of $67,969.57 for interest  through
          the June 5, 2000 due date of the Note;

     17.  judgement  be  entered  in a per diem  amount  after  June 5,  2000 of
          $1,989.9981 through June 30 and then each month thereafter,  $566.4131
          per diem plus two (2) percent of the unpaid balance; and

     18.  judgement be entered for reasonable attorney fees.

         ILDC has not filed an answer to the complaint.  An answer is due within
30 days after the date of service.


<PAGE>


                                  SCHEDULE 3.12

                              COMPLIANCE WITH LAWS


ILDC is not aware of any material noncompliance with Laws.


<PAGE>


                                  SCHEDULE 3.13

                               TITLE TO PROPERTIES

Hertford Lease

ILDC currently occupies  approximately 10,000 sq. ft. of office space in the Don
Juan  Building  in  Hertford,  North  Carolina.  The  property  is leased by ACO
Enterprises,  Inc. (an entity controlled by Anthony Overman) from Apricot,  Inc.
under a 24 month lease commencing October 1, 1999. ILDC currently occupies space
pursuant to an unwritten sublease  arrangement.  It is anticipated that a formal
written sublease will be prepared and executed prior to the Closing Date.

Atlanta Lease

ILDC currently  leases office space pursuant to a Lease  Agreement  between Bank
Building Limited  Partnership  ("Landlord")  dated on or about June 9, 2000, for
leased premises (the "Atlanta Premises") located at 55 Marietta Street,  Atlanta
Georgia (Suite 1740) (the "Atlanta Lease")

Pursuant to ss. 4 of Addendum  III of the Atlanta  Lease,  Tenant may assign the
lease to "any entity which  succeeds to all or  substantially  all of its assets
whether by merger, sale or otherwise.

Atlanta Apartment Lease

Leonard  Overman,  Jr.  entered into an  apartment  rental  agreement  ("Atlanta
Apartment  Lease") dated  November 13, 1998 with Julian Lecraw and Co., Inc. for
Apartment 2006 located at 1280 W. Peachtree Street,  Atlanta,  GA. ILDC pays the
monthly  rental of $1,330.00.  The  apartment is used by various ILDC  employees
while  conducting  business  in  Atlanta.  The  lease's  initial  12 month  term
beginning November 13, 1998 ended on November 12, 1999. Pursuant to Section 6 of
the lease, the lease is currently renewed on a month to month basis.

Denver, Colorado

ILDC has entered into three Lease Agreements with Globe Business Resources, Inc.
dated May 12, 2000 for corporate  apartments  located in Denver,  Colorado.  The
term of each Lease is ninety (90) days  commencing on May 15, 2000 and ending on
August 12,  2000.  The total rents  payable  over the ninety (90) day period for
each  of  the  three  corporate  apartments  is  $4,410,   $4,410,  and  $5,490,
respectively.  The Lease  Agreements do not address a change of control or share
exchange transactions.

Vancouver Lease


ILDC entered into a commercial  office sublease dated May 11, 2000 with Insignia
Corporate  Establishments  (Nine), Inc. for Suites 7, 8, 9 and 10 located on the
13th floor at 666 Burrard Street,  Vancouver,  B.C. The commencement date of the
sublease  was May 15,  2000.  The sublease has a term of 7 1/2 months and renews
for like periods  unless notice of termination is given by ILDC 60 days prior to
the end of the sublease term. The basic monthly rental rate is $5,000 per month.
The  sublease   does  not  address  a  change  of  control  or  share   exchange
transactions.


Other

On October 1, 1999, ILDC purchased  equipment from Comdial for $305,509.80 which
was financed by Comdial through a Note Agreement bearing interest at 10.75%. The
current  remaining balance of $127,295.75 (as of May 25, 2000) is secured by the
Comdial equipment.

See Equipment Leases referenced on Section 3.10

In January of 1999,  ILDC purchased two vacant lots in Hertford,  North Carolina
with the  intention of building an office  building.  ILDC  continues to own the
lots; however,  there are no immediate plans to either dispose of or develop the
lots.  The seller of the lot maintains a deed of trust on the property to secure
a promissory  note dated  January 15, 1999 in the original  principal  amount of
$29,000.

See lien in favor of Sprint referenced in paragraph 10 of Schedule 3.10.


<PAGE>


                                  SCHEDULE 3.15

                                   ILDC TAXES


ILDC currently owes payroll taxes and  withholdings  from employees wages to the
Internal Revenue Service, State of North Carolina and ________, in the aggregate
amount of $ _______________.


<PAGE>


                                  SCHEDULE 3.16

                             CONSENTS AND APPROVALS


The  following  third party  consents and approvals may be necessary in order to
consummate the share exchange:

         Consent of each of the third parties referenced in Schedules 3.13 Title
to Properties and 3.10 Contractual Commitments.



<PAGE>


                                  SCHEDULE 3.20

        INTEREST CONFLICTS TO ILDC BY DIRECTORS, OFFICERS & SHAREHOLDERS


See disclosure regarding Hertford Lease set forth in Schedule 3.13.

ILDC was  affiliated  with National  Marketing  Corporation  (NMC),  a marketing
organization,  which is owned by the president of ILDC. ILDC advanced $1,085,448
to National Marketing Corporation during the calendar years 1998 and 1999, which
will not be repaid since operations of NMC have been discontinued. A substantial
portion  of the  funds  advanced  to NMC  were  forwarded  to  Prepaid  Cellular
Services,  LLC in the form of loans,  advances,  and  direct  payment of Prepaid
Cellular's  liabilities.  Prepaid Cellular ceased  operations  during 1999. As a
result, these advances to National Marketing  Corporation have been reflected as
uncollectible  advances to  affiliate in ILDC's  consolidated  December 31, 1999
audited financial statements.

ILDC has advanced the president  $84,060 as of December 31, 1999. No interest is
charged on the advance.

ILDC received advances from a relative of the president  totaling $41,985.  This
amount is included in accounts payable at December 31, 1999.

ILDC entered into various transactions with Prepaid Cellular Services, LLC (PCS)
regarding the use of the ILDC telephone  switching and network services.  As the
relationship  with PCS  progressed,  the Company also made cash advances to PCS,
purchased  equipment  for PCS and paid  operating  expenses of PCS. In addition,
Anthony Overman, the president of ILDC, served for a brief period as CEO of PCS.
ILDC also  attempted  to acquire  the stock of PCS and merge PCS into ILDC.  The
acquisition of the stock was rejected and irreconcilable differences between the
companies arose. Due to the significant amount invested into PCS, ILDC continued
to fund the operations of PCS in an attempt to reach a point where revenue could
be  generated  or some  of the  investment  recovered.  PCS  ultimately  failed.
Numerous  claims were made against PCS by various  creditors and third  parties.
Due to the  close  relationship  of ILDC  with  PCS and the  fact  that the ILDC
president  served as CEO of PCS,  claims have been made against ILDC for some of
the PCS debts and obligations.

ILDC funded PCS amounts totaling  $2,518,149.  These amounts include advances by
ILDC to PCS,  payment of PCS  expenses  and  obligations,  and a  settlement  of
approximately  $468,000 to Garwell Limited  Partnership for advances to PCS. The
Garwell  claim was  settled by  issuance of ILDC  common  stock.  Subsequent  to
December  31,  1999,  ILDC  agreed to issue  200,000  shares of common  stock to
Garwell or its  affiliates in exchange for  canceling the $468,000  claim and in
exchange for  $350,000  which had  previously  been  invested in ILDC.  When PCS
ceased operations,  ILDC took possession of equipment  totaling $506,753.  Those
stock  issuances have been  completed and are reflected in the ILDC  shareholder
list  attached as Schedule 3.1. The  remaining  costs  related to PCS,  totaling
$2,011,396, have been charged to expense as loss on failed venture.

ILDC has assumed  responsibility for the portion of the debts incurred by PCS in
cases where management has determined that ILDC has financially  benefited or is
ultimately  liable for payment.  These  liabilities have been recorded in ILDC's
consolidated audited December 31, 1999 audited financial statements.


<PAGE>


                                  SCHEDULE 3.21

                              INTELLECTUAL PROPERTY

ILDC is in the process of preparing a patent application to be filed in the U.S.
Patent and Trademark office to protect certain proprietary processes


<PAGE>


                                  SCHEDULE 3.22

                             EMPLOYEE BENEFIT PLANS


ILDC offers basic healthcare coverage to its employees under its healthcare plan
with Blue Cross Blue  Shield of  Georgia,  an  independent  licensee of the Blue
Cross and Blue Shield Association.

There are no claims by former or present employees of ILDC.

ILDC has  neither  adopted a stock  option  plan nor has  issued  any  currently
outstanding options to purchase shares of capital stock of ILDC.


<PAGE>


                                                    SCHEDULE 3.24

                                                LICENSES AND PERMITS

ILDC maintains a 214 License with the Federal Communications Commission.

ILDC is registered as a foreign corporation in the State of Georgia.

ILDC has been  informed  by the  local  authorities  in North  Carolina  that no
business license is required to conduct business in Hertford, North Carolina.


<PAGE>
<TABLE>
<CAPTION>


                                                    SCHEDULE 3.23

                                           LIST OF EMPLOYEES AND SALARIES



  First Name      MI      Last Name            Title                          Salary            Date Hired
<S>             <C>      <C>                  <C>                           <C>                 <C>

  Viola            P.     Overman              Executive Secretary            $45,000.00           8/ 1/97
  Kana             P.     Overman              Customer Service Manager       $35,000.00           8/ 1/99
  Rube             F      Blanchard            CPA                            $40,000.00           4/27/00
  William          R.     Neale                Vice President Marketing       $144,000.00          5/ 1/00
  Mark                    Sampson              CEO                            $250,000.00          2/ 1/00
  Derek            D      Witcher              Office Manager                 $45,000.00          12/ 4/99
  Anthony                 Overman              President                      $150,000.00
  Emerson          L      Overman              Chief of Operations            $104,000.00          8/ 1/99
  Brenda           R      Overman              Secretary                      $20,800.00           1/20/00
  Cheryl           F      Green                Supervisor                     $20,800.00           2/14/00
  Clifton          D      Jarvis Jr.           Customer Service               $16,120.00           2/27/00
  Douglas          A      Hamilton             Network Manager                $80,000.00           3/27/00
  Gabriel                 Londono              Technician                     $40,000.00           3/ 1/98
  Syed             A      Hasan                International Marketing        $120,000.00          4/10/00
  Harold           L      McLeod               Project Manager                $80,000.00           3/28/00
  Hugo                    Villegas             Technician                     $45,000.00           6/30/97
  James            M      Klender              Technician                     $28,600.00          10/ 1/99
  Kevin            T      Wacher               Techician                      $65,000.00           2/ 9/97
  Leah             M      Hurley               Customer Service               $15,600.00           2/25/00
  Leonard                 Overman Jr.          Vice President                 $104,000.00          2/ 1/98
  Leonard                 Overman Sr.          Chief Advisor                  $52,000.00           8/ 1/97
  Norva            G      Wills                Customer Service               $15,600.00           2/14/00
  Mary             A.     Paulino              Customer Service               $15,900.00           2/29/00
  Rebekah          J      Hurley               Customer Service               $15,600.00           2/25/00
  Reginald                Ibison               CTO                            $140,000.00         11/ 1/97

  Sarah           K       Hurley               Customer Service               $15,600.00           2/25/00
  Stephen         M       Parsons              Customer Service               $15,900.00           2/27/00
  Vincent         J       Losciale             Supervisor                     $58,500.00          11/ 1/99
  Lawrence        W       Sawyer               Supervisor                     $52,000.00           2/ 1/98

  Lawrence                Sawyer, Jr.          Technician                     $20,800.00            6/1/00
  Patrick         J       Klender              Customer Service               $16,120.00          12/10/99
  Lino            G       Morris               Marketing Director             $120,000.00          4/10/00
</TABLE>



<PAGE>


                                  SCHEDULE 3.26

                                  BANK ACCOUNTS

ILDC  maintains a business  checking  account with First Union  National Bank as
well as a business checking account with Centura Bank.






<PAGE>


                                  SCHEDULE 4.2

                           ILDC VOTING TRUST AGREEMENT

                             VOTING TRUST AGREEMENT


                  THIS  VOTING  TRUST  AGREEMENT  is  effective  the 15th day of
January,  2000,  by and between  (the  "Shareholder")  and Anthony C. Overman as
trustee (the "Trustee").

  RECITALS

A.   The  Shareholder  is  the  owner  of  ______shares  (the  "Stock")  of  the
     outstanding  common stock of  International  Long Distance  Corporation,  a
     North Carolina corporation (the "Corporation");

B.   The  Shareholder  deems  it  advisable  and in the  best  interests  of the
     Shareholder  and the  Corporation  to ensure  continuity  and  stability of
     management of the Corporation and to protect the Shareholder's  interest in
     the Corporation;

  C. The  Shareholder has selected the Trustee as the  Shareholder's  choice for
the individual best able to effectuate the purposes of this  Agreement,  and the
Trustee  has  consented  to act under this  Agreement  for the  purposes  herein
provided.

                                                      AGREEMENT

  In  consideration  of the mutual  agreements of the parties and other good and
valuable   consideration,   the  receipt  and   adequacy  of  which  are  hereby
acknowledged, the parties have agreed as follows:

                                   ARTICLE 1.
                          DEPOSIT OF STOCK AND ISSUANCE
                          OF VOTING TRUST CERTIFICATES

  1.1. Deposit of Stock. The Shareholder shall deposit with the Trustee or cause
the  Corporation  to issue in the name of the  Trustee  simultaneously  with the
execution of this Agreement  certificates  representing  the Stock.  The Trustee
agrees to receive and hold the Stock and all additional stock of the Corporation
as may be  transferred  to it pursuant to this  Agreement in trust,  to be held,
used, transferred,  and disposed of for the uses and purposes and upon the terms
and  conditions set forth in this  Agreement.  The term "Stock," as used in this
Agreement,  shall mean all stock now owned or hereafter acquired by any means or
at any time during the term or any renewal of this Agreement by the  Shareholder
or any of the Shareholder's  heirs,  personal  representatives,  successors,  or
assigns, all of which Stock hereafter acquired,  the Shareholder shall, promptly
upon receipt thereof, deliver to the Trustee, as provided by this Agreement.

  1.2. Trust Certificates.  At the time of deposit of (or issuance to) the stock
certificates with the Trustee, the Shareholder shall transfer to the Trustees by
proper  endorsement  his full  legal  title to all Stock  owned by him,  and the
Trustee  shall be vested  with all of the  rights and powers of the owner of the
Stock,  with the full  rights  and  powers  of the  owner,  of  whatever  nature
necessary  to enable the Trustee to exercise  the powers  granted to the Trustee
under this Agreement.  The Trustee shall issue to the  Shareholder  Voting Trust
Certificates ("Trust Certificates"),  in substantially the form attached to this
Agreement as Exhibit A, for all Stock transferred to the Trustee.

  1.3. Issuance of New Stock  Certificates.  All stock certificates  transferred
and delivered to the Trustee  pursuant to this Agreement shall be surrendered by
the Trustee to the Corporation and the Corporation  shall issue new certificates
therefor  in the name of the  Trustee.  Each  certificate  issued to the Trustee
shall state that it is issued pursuant to this Voting Trust Agreement, a copy of
which shall be on file both at the  Corporation's  principal office and with the
Trustee.


<PAGE>


                                  SCHEDULE 4.2

                           ILDC VOTING TRUST AGREEMENT

                                   (Continued)

1.4.  Mutilated,   Destroyed,  Etc.  Trust  Certificates.   In  case  any  Trust
Certificate becomes mutilated,  destroyed,  stolen, lost, the Trustee,  upon the
written request of the owner of the Trust  Certificate,  shall issue a duplicate
Trust Certificate, which shall be so marked, and the Trustee may, as a condition
precedent to issuing the duplicate  Trust  Certificate,  require the  requesting
Shareholder to furnish  satisfactory  evidence of such mutilation,  destruction,
theft, or loss, together with reasonable indemnity satisfactory to the Trustee.

  1.5. Effect of this Agreement on Option Rights. Neither this Agreement nor the
transfer  of  the  Stock  to  the  Trustee  shall  terminate  the  right  of any
Shareholder  to  acquire  additional  shares  of the  stock  of the  Corporation
pursuant to any subscription agreement, option agreement,  employment agreement,
or otherwise.  For all such purposes,  a Shareholder shall be deemed to hold the
number of shares of the stock of the Corporation as are represented by his Trust
Certificate.

  1.6. Additional Stock. If the Shareholder  receives additional shares of stock
of the  Corporation  during the term of this Agreement or any renewal term, such
stock shall be transferred to the Trustee  pursuant to this Article and shall be
subject to the terms and conditions of this Agreement. Any reference to Stock in
this Agreement  shall include any shares of the stock of the  Corporation  which
become subject to this Agreement.

                                   ARTICLE 2.
                  DISTRIBUTIONS, LIQUIDATION AND REORGANIZATION

  2.1.  Distributions  Paid  to  Trustee.  Prior  to  the  termination  of  this
Agreement,  the Shareholder  shall be entitled to receive  payments equal to the
cash  dividends,  if any, and property other than cash, if any,  received by the
Trustee  with  respect to the Stock.  If any dividend in respect of the Stock is
paid,  in whole or in part,  in stock of the  Corporation,  the  Trustee,  shall
likewise hold, subject to the terms of this Agreement, the certificates for such
stock  received  on  account  of such  dividend,  and the  Shareholder  shall be
entitled  to receive  Trust  Certificates  for the number of shares and class of
stock received as such dividend.

  2.2. Distributions Paid to Shareholder. In lieu of receiving cash and property
dividends on the Stock and paying such  distributions  to the  Shareholder,  the
Trustees may, at their option,  instruct the  Corporation in writing to pay such
dividends to the Shareholder. Upon receiving such instructions,  the Corporation
shall pay such  dividends  directly to the  Shareholder  in such amounts as they
would have received in the absence of this Agreement, based upon the interest of
the Shareholder,  as it appears in the records of the Trustee.  Upon the Trustee
giving such  instructions to the  Corporation,  and until such  instructions are
revoked,  all  liabilities of the Trustee with respect to such  dividends  shall
cease.  The  Trustee may at any time  revoke  such  instructions  and by written
notice to the Corporation  direct it to make all future dividend payments to the
Trustee.  Such  instructions  shall  be  effective  only  with  respect  to cash
distributions  and  distributions  of  property,  but not with  respect to stock
distributions.  Any stock distributions shall be made to the Trustee, regardless
of any instructions delivered pursuant to this Section.

2.3.  Redemption.  If any shares represented by a Trust Certificate are redeemed
by the Corporation, the proceeds from the redemption shall be distributed to the
Shareholder  in whose name the Trust  Certificate  stands upon  surrender of the
Trust Certificate duly endorsed to the Trustee.

  2.4.  Dissolution.  In the  event  of the  dissolution  or  total  or  partial
liquidation of the Corporation,  whether  voluntary or involuntary,  the Trustee
shall  receive  the  moneys,  securities,  rights,  or  property  to  which  the
Shareholder is entitled and shall distribute the same to the Shareholder in such
amounts as the Shareholder would have received in the absence of this Agreement.

2.5. Merger. In case the Corporation is merged into or consolidated with another
corporation,  or all or  substantially  all of the assets of the Corporation are
transferred to another corporation and shares of such other


<PAGE>


                                  SCHEDULE 4.2

                           ILDC VOTING TRUST AGREEMENT

                                   (Continued)

corporation are issued to the Trustee, then in connection with such transfer the
term  "Corporation" for all purposes of this Agreement shall be taken to include
such  successor  corporation,  and the Trustee shall receive and hold under this
Agreement any stock of the successor corporation delivered or distributed to the
Shareholder under this Agreement as a result of such merger,  consolidation,  or
transfer.  Trust Certificates issued and outstanding under this Agreement at the
time of the merger,  consolidation,  or transfer may remain outstanding,  or the
Trustee  may  substitute  for  the  outstanding  Trust  Certificates  new  Trust
Certificates  in appropriate  form. The term "Stock," as used in this Agreement,
shall  include  any stock which may be received by the Trustee in lieu of all or
any part of the Stock of the Corporation. Any property other than stock received
by the Trustee as part of the transaction will be distributed to the Shareholder
in such amounts as they would have received in the absence of this Agreement.

                                   ARTICLE 3.
                     POWERS AND OBLIGATIONS OF THE TRUSTEES

  3.1. Powers of Trustee.  Except as otherwise  provided in this Agreement,  the
Trustee in respect to the Stock shall be vested with all of the rights,  powers,
and  privileges  of every kind and  character  of an owner  thereof,  including,
without  limitation the rights to vote the Stock,  either in person or by proxy,
for every purpose.

  3.2. Rights of Trustee. The Trustee, individually or otherwise, may hold stock
of the Corporation and,  individually or as a trustee, may vote for himself as a
director  and/or  officer of the  Corporation  and,  subject to any  limitations
imposed by any agreement by which the  Corporation or the  Shareholder is bound,
participate in fixing the amount of  compensation  therefor or as an employee of
the Corporation, and any Trustee, or any firm of which he is an employee, owner,
director,  or agent may contract  with the  Corporation  or the Trustee or be or
become  pecuniarily  interested  in any  matter  or  transaction  to  which  the
Corporation  or the Trustee may be a party,  as fully as though such person were
not a Trustee hereunder.

  3.3.   Compensation  and  Reimbursement.   The  Trustee  shall  serve  without
compensation.  The Trustee shall have the right to incur and pay such reasonable
expenses and charges, and to employ and pay such agents,  attorneys, and counsel
as the Trustee may deem  necessary and proper for carrying this  Agreement  into
effect.  Any such expenses or charges  incurred by and due to the Trustee may be
deducted from the dividends or other moneys or property  received by the Trustee
on the Stock.

  3.4.  Liability.  The  Trustee  shall  not be  personally  liable  for any act
committed or omitted to be done under this  Agreement,  provided such commission
or omission does not amount to either gross  negligence  or willful  misconduct,
and  provided  also that the  Trustee at all times  exercises  good faith in all
matters  relating  to this  Agreement.  The  Trustee  shall  not at any  time be
required  to give or file any bond in order to  qualify or  continue  as Trustee
hereunder.

                                   ARTICLE 4.
                                     VOTING

  4.1.  Voting  By  Trustees.  At  all  meetings  of  the  shareholders  of  the
Corporation,  the Trustee  shall vote the Stock on all issues  considered in its
absolute  discretion.  The  voting  rights and powers  extended  to the  Trustee
pursuant  to  this  Agreement  shall  extend  to  all  matters  upon  which  the
Shareholder would otherwise be entitled to vote, including,  but not limited to,
the dissolution,  consolidation,  or merger of the Corporation, the sale, lease,
encumbrance,  or other  disposition of all or substantially all of the assets of
the  Corporation,  either in or not in the ordinary course of its business,  the
authorization  of  additional  stock of the  Corporation,  the  creation  of new
classes  of stock or  reclassification  of any  existing  class  of  stock,  and
amendment of the Articles of  Incorporation  of the  Corporation,  regardless of
whether  any of such  matters  may  substantially  and/or  adversely  affect the
Shareholder.




<PAGE>


                                  SCHEDULE 4.2

                           ILDC VOTING TRUST AGREEMENT

                                   (Continued)

  4.2 Proxies.  The Trustee shall be authorized to cast its votes at any meeting
of the  shareholders of the Corporation by proxy. Any proxy given by the Trustee
may give the holder thereof  discretion to vote the Stock to the same extent the
Trustee would have had  discretion  to vote the Stock.  The Trustee shall not be
liable to the  Shareholder for any action taken by the holder of any such proxy,
provided  that  the  Trustee  is not  guilty  of  gross  negligence  or  willful
wrongdoing in connection with appointing such holder of the proxy.

  4.3 Action  Without  Meeting.  In the event the Trustee is asked or desires to
consent to any action of the shareholders of the Corporation  without a meeting,
it shall be authorized to act,  consent or refuse to consent to such action,  or
consent to any alternative action, in its absolute discretion.

                                   ARTICLE 5.
                   RESIGNATION AND REPLACEMENT OF THE TRUSTEE

5.1. Resignation. The Trustee (and any successor Trustee) may at any time resign
by mailing to the  Shareholder  a written  resignation,  to take effect ten (10)
days thereafter or upon the prior acceptance thereof.

5.2.  Appointment of Successor Trustee.  In the event the Trustee resigns or for
any other  reason is unable to continue  to perform the duties  required by this
Agreement, one or more replacement Trustee shall be selected by the Shareholder.

  5.3. Rights of Successor Trustees.  The rights,  powers, and privileges of the
Trustee named hereunder shall be possessed by all successor  Trustees,  with the
same  effect as though  such  successors  had  originally  been  parties to this
Agreement.  The word Trustees,  as used in this Agreement,  means the Trustee or
any successor Trustees acting hereunder.

                                   ARTICLE 6.
                         TRANSFER OF TRUST CERTIFICATES

  6.1. Addendum to Subscription Agreement. The Stock shall remain subject to the
Addendum to Subscription Agreement and Investment Intent Letter for Common Stock
of International Long Distance Corporation, effective as of January 15, 2000, by
and between the  Corporation  and the  Shareholder  ("Addendum  to  Subscription
Agreement") and the restrictions  and obligations  applicable to the Stock under
the Addendum to Subscription  Agreement  shall be fully  applicable to the Trust
Certificates.  For this  purpose,  the  Shareholder  shall be considered to be a
shareholder  holding  shares  of  the  Stock  equal  to  the  number  of  shares
transferred  to the Trustees,  as shown on the Trust  Certificate  issued to the
Shareholder.

  6.2.  Procedure for Transfer.  Subject to the  provisions of Section 6.1 above
and the Addendum to Subscription  Agreement,  the Trust Certificates or portions
thereof shall be  transferable  at the principal  office of the  Corporation (or
such other place as designated by the Trustee by notice to the  Shareholder)  on
the books of the Trustee,  by the registered owner thereof,  either in person or
by duly authorized attorney, upon the surrender thereof,  according to the rules
established  by the Trustee from time to time. The Trustee shall not be required
to recognize any transfer of a Trust Certificate not made in accordance with the
provisions of this Article;  provided that the Trustee shall be authorized,  but
not required,  to recognize any transfer in which the person claiming  ownership
of a Trust  Certificate  has produced  indicia of ownership  satisfactory to the
Trustee  and has  deposited  with  the  Trustee  indemnity  satisfactory  to the
Trustee. Upon the transferor Shareholder complying with the requirements of this
Agreement  and any other  applicable  agreement,  the Trustee shall issue to the
transferee(s)  one or more  Trust  Certificates,  and the  shares  of the  Stock
represented thereby shall continue to be subject to this Agreement. Provided, at
any time the  Shareholder  may with the prior  written  consent of the  Trustee,
which consent shall not be  unreasonably  withheld,  transfer all or any part of
the  Trust  Certificates  to a third  party  which  is not a  family  member  or
Affiliate of the Shareholder in a bona fide  arms-length  sale for fair value (a
"Bona Fide Purchaser"). Upon the


<PAGE>


                                  SCHEDULE 4.2

                           ILDC VOTING TRUST AGREEMENT

                                   (Continued)

transfer  of the  Stock  to a Bona  Fide  Purchaser  as  provided  herein,  this
Agreement shall terminate with regard to the Stock  transferred to the Bona Fide
Purchaser. For the purposes of this Agreement "Affiliate" shall have the meaning
ascribed to it in Rule 12b-2 of the regulations promulgated under the Securities
Exchange Act of 1934, as amended.

6.3. Voting Rights After  Transfer.  Any transfer of Trust  Certificates  not in
accordance  with the terms and  conditions of this  Agreement  shall be null and
void and of no effect.  The  Trustee  shall  continue  to vote the shares of the
Stock represented by such Trust Certificate.

Upon  complying with the  requirements  for transfer of a Trust  Certificate,  a
Transferee shall be entitled to:

     (a)  receive a new Trust Certificate;

     (b)  receive any distributions or dividends of the Corporation with respect
          to the shares represented by his Trust Certificate;

     (c)  receive the shares of Stock  represented by his Trust Certificate upon
          the termination of this Agreement.

                                   ARTICLE 7.
                    TERM OF THE TRUST; RIGHTS ON TERMINATION

  7.1. Term. Except to the extent otherwise provided in Section 7.2, the term of
this  Agreement  shall commence on January 15, 2000 (the  effective  date),  and
shall continue in effect for ten (10) years  thereafter.  At any time within one
(1) year prior to the scheduled termination date, or at any time within one year
prior to the expiration of any extension of this Agreement, the Shareholders (or
any of them) may, by agreement in writing, extend the duration of this Agreement
(with respect to the extending  Shareholders)  for an additional  period of time
not to exceed ten years from the date the first  Shareholder signs the extension
agreement.

7.2.  Early  Termination.  This  Agreement and any extension  thereof,  shall be
terminated at any time upon the mutual written  consent of the  Shareholder  and
the Trustee or in accordance with the provisions of Section 6.2 above.

  7.3. Delivery of Stock Certificates.  Following  termination of this Agreement
or any  extension  thereof,  upon  surrender  of the  Trust  Certificates,  duly
endorsed in blank by the Shareholder or the Bona Fide Purchaser in the case of a
termination  under  Section  6.1,  and  payment  to the  Trustee  of the  costs,
expenses,  and  disbursements  incurred by the Trustee in administration of this
Agreement,  the Trustee  shall,  within  eighty (80) days after  receipt of such
Trust Certificates, deliver, or cause to be delivered to the Shareholder or Bona
Fide Purchaser,  as applicable certificates for shares of the Stock equal to the
number of shares represented by the surrendered Trust Certificates together with
all  dividends  or other  distributions  applicable  to those shares held by the
Trustee.

                                   ARTICLE 8.
                                  MISCELLANEOUS

  8.1. Shareholder Have Shareholder Inspection Rights in the Corporation. During
the term of this  Agreement and any extension  thereof,  the  Shareholder  shall
retain all  shareholder  inspection and copying rights  authorized by the law of
the State of North Carolina,  or in the case of a merger or business combination
by the  Corporation  with or into another  corporation  which is the survivor of
such merger or business  combination,  the laws of the state of incorporation of
such surviving corporation.




<PAGE>


                                  SCHEDULE 4.2

                           ILDC VOTING TRUST AGREEMENT

                                   (Continued)

  8.2. Shareholder Inspection Rights of Trustees' Books. During the term of this
Agreement and any extension thereof, the Shareholder shall have the right at any
time during normal business hours to inspect and copy the records of the Trustee
with respect to this  Agreement  upon giving two business  days advance  written
notice of the request to the Trustee.

  8.3.  Severability.   If  any  provision  of  this  Agreement  shall  be  held
unenforceable, the rest and remainder of this Agreement shall continue in effect
and be construed  and enforced as if such  unenforceable  provision had not been
contained  herein.   Each  provision  of  this  Agreement  shall  be  valid  and
enforceable to the fullest extent permitted by law.

  8.4. Entire Agreement. This Agreement and to the extent referenced herein, the
Addendum to Subscription  Agreement constitutes the entire agreement between the
parties with respect to the voting  rights of the  Shareholder  and  supersedes,
merges,   and  replaces  all  prior   negotiations,   offers,   representations,
warranties, and agreements with respect to the subject matter hereof.

8.5.  Modification,  Waiver.  This  Agreement  may be modified only by a writing
signed by all parties.  No waiver of any of the  provisions  of this  Agreement,
including the  provisions of this  paragraph,  shall be binding upon the waiving
party unless set forth in a writing signed by the waiving party.

8.6.  Governing Law. This  Agreement,  and the performance  hereunder,  shall be
interpreted  and  enforced  in  accordance  with the laws of the  State of North
Carolina, excluding its laws relating to choice of law.

 8.7. Successors and Assigns.  This Agreement shall be binding upon and inure to
the benefit of, the Shareholder and the Shareholder's respective heirs, personal
representatives,  successors  and  permitted  assigns,  provided  however,  that
nothing in this  paragraph  shall be construed to permit the  assignment  of the
Stock other than in accordance with the terms of this Agreement and the Addendum
to Subscription Agreement.  Unless expressly provided for herein, this Agreement
and the  rights,  obligations  and  duties of the  parties  hereto  shall not be
assignable  or  transferable  without  the  express  written  consent of all the
parties.

 8.8. Notices.  Any notice or other communication  required or permitted by this
Agreement  shall  be in  writing  and  shall  be  given  by hand  delivery,  via
facsimile,  or sent by the United States Mail by certified mail,  return receipt
requested,  postage  prepaid,  and addressed to the Shareholder as his addresses
may appear in the records of the Trustee, and to the Trustee at 1B Ainsley Road,
Hertford,  NC 27944,  (or such other  address  as the  parties  may,  by notice,
specify),  and shall be deemed given when hand delivered,  when  transmission is
complete for a facsimile  provided  confirmation of receipt is retained  (unless
the sender  receives oral or written  notice within one business day of the time
of the  completion  of  transmission  that the  transmission  was  incomplete or
illegible), or two days after deposit with the United States Postal Service.

8.9. Headings.  The headings contained in this Agreement are for the convenience
of the  parties  only,  and shall not be deemed to be a part of the  substantive
agreement  of the  parties or to effect the  meaning  or  interpretation  of any
provision of this Agreement in any way.

8.10.  Number and Gender.  When used  herein,  the  singular  shall  include the
plural,  the plural shall include the singular,  and the use of any gender shall
include any other gender,  as circumstances  may require.  The term person shall
include both natural persons and entities.

 8.11. Third Party Beneficiaries.  The provisions of this Agreement are intended
to benefit  only the  parties  hereto.  No person not a party to this  Agreement
shall be deemed to be a third party beneficiary of this Agreement, nor shall any
such person be authorized or empowered to enforce the provisions hereof,  except
to the extent such a person  becomes a permitted  assignee of one of the parties
hereto.



<PAGE>


                                                    SCHEDULE 4.2

                                             ILDC VOTING TRUST AGREEMENT

                                                     (Continued)

8.12.  Counterparts.  This  Agreement may be executed in multiple  counterparts.
When at least one copy of this Agreement has been executed by each party to this
Agreement,  this  Agreement  shall be in full force and effect,  and all of such
counterparts shall be read together as a single agreement.

  WITNESS the following signatures and seals as of the date indicated above.

              SHAREHOLDER:


              ----------------------------------------------



              TRUSTEE:


              -----------------------------------------------
              Andrew C. Overman



<PAGE>


                                  SCHEDULE 4.2

                           ILDC VOTING TRUST AGREEMENT

                                   (Continued)

                            VOTING TRUST CERTIFICATE
                     INTERNATIONAL LONG DISTANCE CORPORATION


No.
      Shares


                  THIS IS TO CERTIFY  THAT is  entitled to receive and enjoy all
the  dividends,  rights and benefits  prescribed in the Voting Trust  Agreement,
hereinafter  referred to, with respect to shares of the common  capital stock of
INTERNATIONAL LONG DISTANCE CORPORATION (the "Corporation"),  a corporation duly
organized  and  existing  under  the laws of the State of North  Carolina.  This
Voting  Trust  Certificate   represents  the  shares  which  have  been  issued,
transferred to and deposited with the  undersigned  Voting Trustee by on January
15, 2000.
                  Until the termination of the voting trust,  the Voting Trustee
shall  possess  and be  entitled  to  exercise  all  rights  of  every  kind and
description,  including the right to vote, in respect of any and all such stock,
it being  expressly  stipulated that no voting right on any such stock passes to
the holder  hereof by or under this  certificate  or by or under any  agreement,
expressed or implied.
                  This certificate is transferable only on the books which shall
be kept for that purpose by said Voting  Trustee,  (as defined herein) either in
person or by attorney,  upon surrender hereof,  properly endorsed,  and upon the
payment of any transfer costs and taxes,  and until so  transferred  said Voting
Trustee  may  treat  the  registered  holder as owner  hereof  for all  purposes
whatsoever.
                  This  certificate  is issued and held  pursuant and subject to
the terms of a Voting Trust  Agreement,  effective  January 15,  2000,  made and
entered into between Anthony C. Overman, as trustee (the "Voting Trustee") and ,
the holder of shares of the common  capital stock of the  Corporation,  imposing
certain  restrictions  and  obligations on the sale or other  disposition of the
capital  stock of the  corporation,  providing,  among  other  things,  that any
transfer of shares in the Corporation, shall be governed by the provisions of an
Addendum to Subscription  Agreement and Investment  Intent Letter for the Common
Stock of the Corporation (the "Addendum to Subscription Agreement").  The Voting
Trust Agreement and the Addendum to Subscription  Agreement are on file with the
Voting Trustee at the




<PAGE>


                                                    SCHEDULE 4.2

                                             ILDC VOTING TRUST AGREEMENT

                                                     (Continued)

principal  office of the  corporation,  and every holder and  transferee  hereof
assents to all of the terms of this certificate and of said agreements.
                  This  certificate  shall be surrendered to the Trustees by the
holder  hereof,  at the  termination  of the Voting  Trust  Agreement,  upon the
delivery to such holder of the securities represented thereby.
                  THIS  TRUST  CERTIFICATE  HAS NOT BEEN  REGISTERED  UNDER  THE
                  SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES LAWS OF
                  ANY STATE.  THIS TRUST  CERTIFICATE MAY NOT BE OFFERED,  SOLD,
                  TRANSFERRED,   PLEDGE  OR   HYPOCATED   IN  THE   ABSENCE   OF
                  REGISTRATION   OR  THE   AVAILABILITY  OF  AN  EXEMPTION  FROM
                  REGISTRATION   UNDER  THE  SECURITIES  ACT  OF  1933  AND  ANY
                  APPLICABLE STATE SECURITIES LAWS. ANY TRANSFER CONTRARY TO THE
                  ABOVE INSTRUCTIONS IS VOID.

IN WITNESS  WHEREOF,  said Voting Trustee has signed this  certificate this 15th
day of January, 2000.



                                        ----------------------------------------
                                         Voting Trustee, Anthony C. Overman




<PAGE>


                              SCHEDULE 5.5

                     OLD NIGHT LIST OF STOCKHOLDERS

     -------------------------------- -----------------------------

     Name                             Number of Shares
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Arnold, F. Scott                                      220,000
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Arnold, Greg                                          110,000
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Arnold, Charlice                                      220,000
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Arnold, Doug                                          110,000
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Blakely, Christine                                     50,160
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Butler, Arnold Norma                                  367,400
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Butler, Paul                                          367,400
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Davis, M. Christine                                   220,000
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Fiducia, Julie                                        220,000
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Geo Services, Inc.                                     51,040
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Gordon, Dawn                                          220,000
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Heidelberger, Jon                                      55,000
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Heidelberger, Loretta                                  44,000
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Johnson, Jaime                                        110,000
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Johnson, Susan                                        110,000
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Kendrick, Christy                                     220,000
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Lee, David                                            220,000
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Long, Darwin                                           74,800
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Long, Jackie                                           74,800
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Marin, N. James                                       440,000
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Moore, Marguerite                                     220,000
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Moore, Allen                                          220,000
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Neal, Tim                                             440,000
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Noerring, Lynn                                          3,960
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Roberts, Paul                                         147,400
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Sanchez, Holly                                        110,000
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Sharpe, Jared                                         147,400
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Tongish, Dawn                                         147,400
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Tongish, Dee                                          147,400
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Twelves, Julie                                        147,400
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Van Pletzen, Lynn                                       4,840
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

     Williams, Anita                                       220,000
     -------------------------------- -----------------------------
     -------------------------------- -----------------------------

                           TOTAL:                        5,460,000
     -------------------------------- -----------------------------



<PAGE>



                                  SCHEDULE 5.16

                    OLD NIGHT CONSENTS AND APPROVALS REQUIRED

Old Night does not require any  regulatory  consents or approvals in  connection
with the proposed transactions under this Share Exchange Agreement.

Old Night must obtain stockholder  approval for the share exchange and to change
the name of Old Night.

Old Night must file Articles of Amendment  with the Secretary of State of Nevada
in order to complete the Name  Change.  In  connection  with the name change Old
Night must request a new CUSIP  number from  Standard and Poor's and a new stock
trading symbol from the National Association of Securities Dealers.