<PAGE>

                                                                   Exhibit 10.13

                               Dated 17 July 1998

                                   ASHER GRATT

                                BERNARD LEBRECHT

                               GOLDVALLEY LIMITED

                                       and

                                ECONOPHONE INC.

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

                            SHARE PURCHASE AGREEMENT

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

                               Slaughter and May
                              35 Basinghall Street
                                London EC2V 5DB
                                   (CFIS/DHW)
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                                    CONTENTS

                                                      Page

1.       Interpretation                                  1

2.       Sale and Purchase                               4

3.       Consideration                                   5

4.       Completion                                      5

5.       Sellers' Warranties                             6

6.       Restrictions on Sellers' Business Activities    7

7.       Purchaser's Indemnity                           8

8.       Ancillary Agreements                            8

9.       Purchaser's Warranties                          9

10.      Provision of Business Information               9

11.      Interest                                       10

12.      Effect of Completion                           10

13.      Joint and Several Liability                    10

14.      Remedies and Waivers                           10

15.      Assignment                                     11

16.      Further Assurance                              11

17.      Notices                                        11

18.      Announcements                                  12

19.      Confidentiality                                13

20.      Restrictive Trade Practices Act 1976           13

21.      Costs and Expenses                             13
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22.      Counterparts                                   13

23.      Time of Essence                                14

24.      Invalidity                                     14

25.      Choice of Governing Law                        14

26.      Agent For Service                              14


         Schedule 1  Completion Arrangements            16 

         Schedule 2  Warranties                         18 

         Schedule 3  Specified Personal Guarantees      20 

         Schedule 4  Employee Share Options             21

         Schedule 5  Disclosed Liabilities              22
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THIS AGREEMENT is made on 17 July, 1998

Between:

1.       ASHER GRATT of 24 Gilda Crescent, London, N16 5JP, England 
         ("MR. GRATT")

2.       BERNARD LEBRECHT of 13 Broom Lane, Salford, M7 4EQ, England 
         ("MR. LEBRECHT")

         (together called the "SELLERS")

3.       GOLDVALLEY LIMITED of 312 High Road, London, N15 4BN (registered in
         England No. 03269567) ("GVL").

AND

4.       ECONOPHONE INC. of 45 Broadway, 30th Floor, New York, New York 10006,
         USA (the "PURCHASER")

WHEREAS:-

(A)      The Sellers have agreed to sell and the Purchaser had agreed to
         purchase the Shares in each case on the terms and subject to the
         conditions of this agreement.

(B)      GVL was formerly the registered holder of the Shares and gives certain
         warranties and undertakings in relation to the sale and purchase of
         Shares.

NOW IT IS HEREBY AGREED as follows:-

1.       INTERPRETATION

1.1      In this agreement and the schedules to it:-

         IN THE "AGREED FORM"       means in the form of the relevant document
                                    contained in the bundle of agreed form
                                    documents which has been initialled for the
                                    purposes of identification only prior to the
                                    execution of this agreement by or on behalf
                                    of the Purchaser and the Sellers
                                    incorporating any changes subsequently
                                    agreed to be made by or on behalf of the
                                    Purchaser and the Sellers;
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                                       2


"BOOKS AND RECORDS"                 means books and records and includes,
                                    without limitation, all notices, accounting
                                    and tax records, correspondence, orders,
                                    inquiries, and other documents and all
                                    computer disks or tapes or other machine
                                    legible programs or other records;

"BUSINESS DAY"                      means a day (other than a Saturday or
                                    Sunday) on which banks are open for business
                                    in the relevant territory;

"BUSINESS INFORMATION"              means all information and know-how (whether
                                    or not confidential and in whatever form
                                    held);

"CLAIM"                             Means any claim in respect of the
                                    Warranties;

"COMPANY"                           means Telco Global Communications of 312
                                    High Road, London, N15 4BN, England
                                    (registered in England no. 03243408);

"COMPLETION"                        means completion of the sale and purchase of
                                    the Shares under this agreement and the
                                    various other transactions referred to in
                                    this agreement;

"COMPLETION DATE"                   Means the date of signing of this agreement
                                    or such later date as Completion occurs
                                    pursuant to CLAUSE 4.5(A);

"CONFIDENTIAL INFORMATION"          means all information relating to this
                                    agreement or any agreement or document
                                    contemplated by this agreement and all
                                    information relating to any party;

"EMPLOYEE SHARE OPTIONS"            means options and similar interests granted
                                    to certain employees of the Company to
                                    participate in the capital of the Company,
                                    full particulars of which are disclosed in
                                    SCHEDULE 4;

"EMPLOYMENT AGREEMENT"              means an employment agreement and restricted
                                    share award to be entered into between the
                                    Company and Mr Gratt in the Agreed Form;

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                                       3


"INFORMATION TECHNOLOGY"            means computer hardware, software, networks
                                    and/or other information technology and any
                                    aspect or asset of a business which relies
                                    on computer hardware, software, networks
                                    and/or other information technology (whether
                                    embedded or otherwise);

"LEASE"                             means the lease between a subsidiary of the
                                    Purchaser and Goldbury Limited of the
                                    premises at 312 High Road, London, N15 4BN.

"LOAN NOTES"                        means loan notes to be issued by the
                                    Purchaser pursuant to a loan note instrument
                                    in the Agreed Form;

"NON-COMPETE PERIOD"                means the period beginning at the signing of
                                    this agreement and ending on the first
                                    anniversary of the termination or expiry of
                                    the Employment Agreement;

"SERVICE DOCUMENT"                  means a writ, summons, order, judgment or
                                    other document relating to or in connection
                                    with any proceedings in England and Wales
                                    arising out of or in connection with this
                                    agreement;

"SHARES"                            means all the ordinary shares in the capital
                                    of the Company owned by the Sellers;

"SHARE PURCHASE DOCUMENTS"          means this agreement together with those
                                    documents expressly referred to or
                                    contemplated by this agreement;

"SOFTWARE LICENCE AGREEMENT"        means the agreement to be entered into
                                    between the Company and Mr Gratt in the
                                    Agreed Form concerning certain software;

"SPECIFIED PERSONAL GUARANTEES"     means the personal guarantees of the
                                    obligations of the Company given by the
                                    Sellers, full particulars of which are
                                    listed in SCHEDULE 3;

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                                       4


"TAXATION"                          means and includes all forms of taxation and
                                    statutory, governmental, supra-governmental,
                                    state, principal, local governmental or
                                    municipal impositions, duties, contributions
                                    and levies, of any territory, whenever
                                    imposed and all penalties, charges, costs
                                    and interest relating thereto and without
                                    limitation any deductions or withholdings of
                                    any sort; and

"WARRANTIES"                        means the representation and warranties set
                                    out in SCHEDULE 2 given by the Sellers and
                                    GVL and "WARRANTY" shall be construed
                                    accordingly.

1.2      In this agreement, unless otherwise specified:-

         (A)      references to clauses, sub-clauses, paragraphs and
                  sub-paragraphs and schedules are to clauses, paragraphs and
                  sub-paragraphs of, and schedules to, this agreement;

         (B)      references to warranty clauses are references to clauses of
                  SCHEDULE 2;

         (C)      references to writing shall include any modes of reproducing
                  words in a legible and non-transitory form;

         (D)      references to times of the day are to London time;

         (E)      headings to clauses and schedules are for convenience only and
                  do not affect the interpretation of this agreement;

         (F)      the schedules form part of this agreement and shall have the
                  same force and effect as if expressly set out in the body of
                  this agreement, and any reference to this agreement shall
                  include the schedules; and

         (G)      the wording "including" shall be deemed to be followed by the
                  words "without limitation".

2.       SALE AND PURCHASE

2.1      The Sellers shall sell or procure the sale of and the Purchaser shall
         purchase the Shares with all rights attached or accruing to them at
         Completion.

2.2      At Completion the Sellers shall have the right to transfer to the
         Purchaser legal and beneficial title to the Shares.

2.3      The Shares are, and shall be transferred free from liens, equities and
         all charges and encumbrances and from all other rights exercisable by
         or claims by third parties.

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                                       5


2.4      The Purchaser shall be entitled to exercise all rights attached or
         accruing to the Shares including, without limitation, the right to
         receive all dividends, distributions or any return of capital declared,
         paid or made by the Company on or after the Completion Date.

2.5      For the avoidance of doubt, Part 1 of the Law of Property
         (Miscellaneous Provisions) Act 1994 shall not apply for the purposes of
         this agreement.

3.       CONSIDERATION

         The total consideration for the sale of the Shares shall be the issue
         by the Purchaser of Loan Notes to Mr Gratt in the principal sum of
         US$9,824,500 and to Mr Lebrecht in the principal sum of US$4,210,500.

4.       COMPLETION

4.1      Completion shall take place at 10 a.m. on the Completion Date at the
         offices of Frere Cholmeley Bischoff.

4.2      At Completion the Sellers shall do those things listed in Part I of
         SCHEDULE 1 and the Purchaser shall do those things listed in Part II of
         SCHEDULE 1.

4.3      Neither the Purchaser nor the Sellers shall be obliged to complete this
         agreement unless the other complies fully with the relevant
         requirements of SUB-CLAUSE 4.2 and SCHEDULE 1.

4.4      The Purchaser shall not be obliged to complete the sale and purchase of
         any of the Shares unless the sale and purchase of all the Shares is
         completed simultaneously. This sub-clause shall not limit any other
         clause of this agreement and in particular CLAUSE 14.

4.5      If the obligations of the Sellers or the Purchaser under SUB-CLAUSE 4.2
         and SCHEDULE 1 are not complied with on the Completion Date the
         Purchaser or (as the case may be) the Sellers may:-

         (A)      defer Completion until a date designated by the Purchaser (so
                  that the provisions of this CLAUSE 4 shall apply to Completion
                  as so deferred); or

         (B)      proceed to Completion as far as practicable (without limiting
                  its rights under this agreement); or

         (C)      treat this agreement as terminated for breach of a condition.

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                                       6


5.       SELLERS' WARRANTIES

5.1      GVL and Mr Gratt (and Mr Lebrecht in respect of warranty CLAUSE 1.2
         only) jointly and severally represent and warrant to the Purchaser that
         each of the Warranties will be accurate in all material respects at
         Completion. If for any reason there is any interval of time between the
         time of this agreement and Completion, the Warranties will continue to
         be accurate in all respects as at Completion as if repeated thereon by
         reference to the facts and circumstances then subsisting at that date
         and on the basis that any reference in the Warranties, whether express
         or implied, to the date of this agreement is substituted by a reference
         to Completion.

5.2      The Sellers and GVL accept that the Purchaser is entering into this
         agreement in reliance upon each of the Warranties.

5.3      The Sellers and GVL undertake (if any Claim is made against them in
         connection with the sale of the Shares to the Purchaser) not to make
         any corresponding or connected claim against the Company.

5.4      Each of the Warranties shall be construed as a separate and independent
         warranty and (except where expressly provided to the contrary) shall
         not be limited or restricted by reference to or inference from the
         terms of any other Warranty.

5.5      Subject always to the provisions of paragraph 1.1 of SCHEDULE 6, if in
         respect of or in connection with any breach of any of the Warranties or
         any facts or matters warranted not being true any amount payable to the
         Purchaser by any of the Sellers or GVL is subject to Taxation, such
         payable amounts shall be paid to the Purchaser by the Sellers and GVL
         so as to ensure that the net amount received by the Purchaser is equal
         to the full amount payable to the Purchaser under this agreement.

5.6      Subject to CLAUSE 5.7, the Purchaser shall be entitled to set off any
         sum agreed between the parties or adjudicated by a court having
         appropriate jurisdiction to be payable by any of the Sellers or GVL
         under this CLAUSE 5 against any sum or sums payable under the Loan
         Notes.

5.7      If the Purchaser wishes to exercise its right of set-off under CLAUSE
         5.6, it shall notify the Sellers and GVL of that fact. If at the end of
         20 Business Days after the Sellers and GVL receiving such notification
         the parties have not agreed a sum (if any) to be so set off, the
         parties shall immediately appoint an appropriately qualified Queens
         Counsel to provide an opinion on the Claim in respect of which the
         Purchaser wishes to exercise its right of set off. If the parties fail
         within 10 Business Days of the expiry of the 20 Business Day period to
         agree on the appointment of a Queens Counsel, any party may refer the
         question of such appointment to the Chairman for the time being of the
         Council of the Bar, the Chairman's appointment being binding on all
         parties. If the parties fail to agree on the terms of the instructions
         to be submitted to the Queens Counsel, each party shall be entitled to
         submit separate instructions (such instructions to be submitted no
         later than 10 Business Days after the Queens 

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                                       7


         Counsel's appointment) asking the Queens Counsel whether in his
         opinion, and on the basis of the instructions sent to him, either (and
         only either) the Purchaser would be more likely to succeed in its Claim
         (in the amount claimed or any other lower amount determined by the
         Queens Counsel to be appropriate) than the Sellers would be to defend
         it or the Sellers would be more likely to defend the Claim than the
         Purchaser would be to succeed in it (again in the amount claimed or any
         other lower amount determined by the Queens Counsel to be appropriate)
         and, subject to the requirements of this CLAUSE 5.7, it shall be the
         responsibility of the Queens Counsel to determine at his or her
         discretion the nature of his or her instructions. If, in the
         determination of the Queens Counsel (which determination shall be final
         and conclusive), the Purchaser would be more likely to succeed in its
         Claim (in the amount claimed or any other lower amount determined by
         the Queens Counsel to be appropriate) than the Sellers would be to
         defend it, then once the parties have executed an appropriate escrow
         agreement (in terms agreed between them or, in default of agreement
         within 5 Business Days, determined by the Queens Counsel appointed as
         above) and the Purchaser has paid the amount of the Claim (or any other
         lower amount determined by the Queens Counsel to be appropriate) into
         escrow, the Purchaser shall be entitled to set off any sums payable 
         under the Loan Notes against that amount pending settlement or final
         determination of the Claim.

5.8      Where there is any breach of warranty clause 6 (ownership of assets) or
         warranty clause 7 (no claims) the Purchaser shall, without prejudice to
         its other remedies, be entitled to require the Sellers or GVL to, in 
         the case of warranty clause 6.1, convey or procure the conveyance to 
         the Company of such asset or interest or, in the case of warranty 
         clause 6.2, extinguish or procure the extinction of such interest or
         the release from such contract or arrangement or, in the case of 
         warranty clause 7, release or procure the release of such debt or 
         obligation, as may be, in the reasonable opinion of the Purchaser, 
         necessary to remedy the breach, and CLAUSE 16 shall apply accordingly.

5.9      The provisions of SCHEDULE 6 shall apply to limit or excuse any
         liability of the Sellers or GVL under CLAUSE 5.1, except in the case of
         fraud or dishonesty on the part of any of the Sellers or GVL.

6.       RESTRICTIONS ON SELLERS' BUSINESS ACTIVITIES

6.1      GVL and Mr Gratt severally undertake that they will not, either alone
         or in conjunction with or on behalf of any other person, do any of the
         following things:-

         (A)      disclose to any other person or (in any way which may be
                  detrimental to the business of the Purchaser or the Company as
                  carried on at the Completion Date) use any information which
                  is confidential to the Purchaser or the Company or their
                  respective businesses for so long as that information remains
                  confidential to the Purchaser or the Company or their
                  respective businesses;

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                                       8


         (B)      without limitation to the provision of this clause, in
                  relation to a business which is competitive or likely to be
                  competitive with the business of the Purchaser or the Company
                  as carried on at the Completion Date, use any trade or
                  business name or distinctive mark, style or logo used by or in
                  the business of the Company or the Purchaser at any time or
                  anything intended or likely to be confused with it;

         (C)      within the Non-Compete Period and to the detriment of the
                  Company or the Purchaser, solicit the custom, in relation to
                  goods or services sold to any person by the Company or the
                  Purchaser in the course of their respective businesses, of 
                  that person in respect of similar goods or services;

         (D)      within the Non-Compete Period and to the detriment of the
                  Company or the Purchaser, solicit or entice away from the
                  Purchaser or the Company any person, firm, company or
                  organisation at present an employee, agent or distributor of
                  the Company, provided that an employee of the Company who
                  responds to a publicly advertised job offer shall not be
                  regarded as having been solicited for the purposes of this
                  clause; nor

         (E)      assist any other person to do any of the foregoing things.

6.2      Each undertaking contained in this clause shall be construed as a
         separate undertaking and if one or more of the undertakings is held to
         be against the public interest or unlawful or in any way an
         unreasonable restraint of trade, the remaining undertakings shall
         continue to bind GVL and Mr Gratt.

6.3      Without prejudice to any other remedy which the Purchaser might have,
         the parties acknowledge and agree that damages alone may not be an
         adequate remedy for any breach by GVL or Mr Gratt of this CLAUSE 6, so
         that in the event of a breach or anticipated breach of this CLAUSE 6,
         the remedies of injunction and/or an order for specific performance
         would in appropriate circumstances be available.

7.       PURCHASER'S INDEMNITY

         The Purchaser undertakes to hold each of the Sellers indemnified and
         to keep them indemnified from and against all actions, claims,
         proceedings, loss, damage, all payments, costs or expenses incurred by
         each of them in relation to or arising out of the Specified Personal
         Guarantees and any other guarantees or indemnities entered into by them
         in respect of the obligations or liabilities of the Company.

8.       ANCILLARY AGREEMENTS

8.1      In consideration of the Purchaser agreeing to purchase the Shares from
         the Sellers, Mr Gratt agrees that he will enter into the Software
         Licence Agreement.

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                                       9


8.2      The Purchaser and the Sellers undertake to procure the execution by the
         Company of the Software Licence Agreement.

8.3      The Purchaser and the Sellers undertake to procure the execution by the
         Company of the Employment Agreement.

9.       PURCHASER'S WARRANTIES

         The Purchaser warrants to the Sellers and GVL that:

         (A)      It has the requisite power and authority to enter into and
                  perform this agreement.

         (B)      This agreement constitutes and the Share Purchase Documents
                  will, when executed, constitute binding obligations of the
                  Purchaser in accordance with their respective terms.

         (C)      The execution and delivery of, and the performance by the
                  Purchaser of its obligations under, this agreement and the
                  Share Purchase Documents will not:-

                  (i)      result in a breach of any provision of its
                           constitutional documents;

                  (ii)     result in a breach of, or constitute a default under,
                           any instrument to which the Purchaser is a party or
                           by which the Purchaser is bound; or

                  (iii)    result in a breach of any order, judgment or decree 
                           of any court or governmental agency to which the
                           Purchaser is a party or by which the Purchaser is
                           bound; or

                  (iv)     require any consent of its shareholders which has not
                           been obtained.

10.      PROVISION OF BUSINESS INFORMATION

10.1     Following Completion and without prejudice to any of the Warranties:-

         (A)      if any Business Information for the business of the Company is
                  not in the possession or under the control of the Purchaser or
                  the Company but is in the possession or under the control of
                  any of the Sellers or GVL, the Sellers and GVL shall severally
                  use their reasonable endeavours to procure that such Business
                  Information is provided promptly to the Purchaser; and

         (B)      if any Books or Records of any of the Sellers or GVL contain
                  Business Information which is required for the business of the
                  Company, the Sellers and GVL shall procure that copies of such
                  Books or Records are given promptly to the Purchaser.

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                                       10


10.2     For the purposes of this clause and this agreement generally, "required
         for the business" means any Business Information of the Company which
         is or has in the last six years been used in the business of the
         Company or if it will be needed by the Company to carry on the business
         of the Company in the same manner as it is currently carried on or to
         fulfil any of the present contracts, plans or projects of the Company
         in relation to the business of the Company.

11.      INTEREST

11.1     If any party defaults in the payment when due of any sum payable under
         this agreement (whether determined by agreement or pursuant to an order
         of a court or otherwise), the liability of such party shall be
         increased to include interest on such sum from the date when such
         payment is due until the date of actual payment (as well after as
         before judgment) at a rate per annum of three per cent. above the base
         rate from time to time of Barclays Bank PLC. Such interest shall accrue
         from day to day and shall be compounded annually.

11.2     For the purposes of CLAUSE 11.1, sums payable under the Loan Notes
         shall be deemed not to be sums payable under this agreement.

12.      Effect of Completion

         Any provision of this agreement and any other documents referred to in
         it which is capable of being performed after but which has not been
         performed at or before Completion and all Warranties and covenants and
         other undertakings contained in or entered into pursuant to this
         agreement shall remain in full force and effect notwithstanding
         Completion.

13.      JOINT AND SEVERAL LIABILITY

13.1     The obligations of the Sellers and GVL under this agreement are joint
         and several unless otherwise specified.

13.2     If any liability of one of the Sellers or GVL is, or becomes illegal,
         invalid or unenforceable in any respect, that shall not affect or
         impair the liabilities of the other under this agreement.

14.      REMEDIES AND WAIVERS

14.1     No delay or omission on the part of any party to this agreement in
         exercising any right, power or remedy provided by law or under this
         agreement or any other documents referred to in it shall:-

         (A)      impair such right, power or remedy; or

         (B)      operate as a waiver thereof.

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                                       11


14.2     The single or partial exercise of any right, power or remedy provided
         by law or under this agreement shall not preclude any other or further
         exercise thereof or the exercise of any other right, power or remedy.

14.3     The rights, powers and remedies provides in this agreement are
         cumulative and not exclusive of any rights, powers and remedies
         provided by law.

15.      ASSIGNMENT

15.1     The rights or benefits of or under this agreement and any agreements
         referred to in this agreement may be assigned (together with any cause
         of action arising in connection with any of them) by the Purchaser to a
         wholly-owned subsidiary or holding company, or a fellow wholly-owned
         subsidiary of the same holding company, of the Purchaser (each such
         person being referred to as a "Connected Person" of the Purchaser).

15.2     Obligations under this agreement shall not be assignable.

16.      FURTHER ASSURANCE

         Each party shall from time to time, on being requested in writing to do
         so by any other party, now or at any time in the future, do or procure
         the carrying out of all such acts and/or execute or procure the
         execution of all such documents as are reasonably necessary for giving
         proper effect to this agreement and securing to that other party the
         full benefit of the rights, powers and remedies conferred upon that
         other party in this agreement.

17.      NOTICES

17.1     Any notice to be given under this agreement shall be in writing and
         shall either be delivered personally or sent by first class recorded
         delivery post or facsimile transmission. Notices shall be addressed as
         provided in SUB-CLAUSE 17.3 and if so addressed, shall be deemed to
         have been served as follows:

         (i)      if personally delivered, at the time of delivery;

         (ii)     if posted, at the expiration of 48 hours after the envelope
                  containing the same was delivered into the custody of the
                  postal authorities;

         (iii)    is sent by air mail to an overseas address on the tenth
                  Business Day after the date of posting; and

         (iv)     if sent by facsimile transmission, at the time of
                  transmission.

17.2     In proving such service it shall be sufficient to prove that personal
         delivery was made, or that the envelope containing such notice was
         properly addressed and delivered 

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                                       12


         into the custody of the postal authority as a prepaid first class
         recorded delivery of that the facsimile was transmitted on a tested
         line as the case may be.

17.3     The relevant addressee, address and facsimile number of each party for
         the purposes of this agreement are:

         NAME OF PARTY             ADDRESS                       FACSIMILE NO.
         -------------             -------                       -------------

         THE PURCHASER             45 Broadway,                  212 344 8448
                                   30th Floor
                                   New York
                                   NY 10006

                                   Attn: Richard Shorten

         MR GRATT                  24 Gilda Crescent,            0181 376 2605
                                   London
                                   N16 5JP

         MR LEBRECHT               13 Broom Lane,                0161 792 0804
                                   Salford
                                   M7 4EQ

         GVL                       312 High Road                 0181 806 2175
                                   London
                                   N15 4BN

                                   Attn: Asher Gratt

18.      ANNOUNCEMENTS

18.1     No announcement concerning the sale of the Shares or any ancillary
         matter shall be made by any party without the prior written approval of
         the other parties (such approval not to be unreasonably withheld or
         delayed) unless the announcement is required by:-

         (A)      the law of any relevant jurisdiction;

         (B)      existing contractual obligations; or

         (C)      any securities exchange or regulatory or governmental body to
                  which a party is subject, wherever situated, whether or not
                  the requirement has the force of law.

18.2     The restrictions contained in this clause shall continue to apply after
         Completion without limit in time.

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                                       13


19.      CONFIDENTIALITY

19.1     Each party undertakes to keep the Confidential Information of the other
         parties strictly confidential and not to disclose it to third parties.

19.2     The obligations in CLAUSE 19.1 shall not apply to any Confidential
         Information which is:-

         (A)      in or enters the public domain through no fault of another
                  party; or

         (B)      required to be disclosed by any applicable law or securities
                  exchange, regulatory or governmental body, provided that the
                  disclosing party gives the other parties prior written notice
                  of any such disclosure.

19.3     The restrictions contained in this clause shall continue to apply after
         Completion of the sale and purchase of the Shares under this agreement
         without limit in time.

20.      RESTRICTIVE TRADE PRACTICES ACT 1976

         If there is any provision of this agreement, or of any agreement or
         arrangement of which this agreement forms part, which causes or would
         cause this agreement or that agreement or arrangement to be subject to
         registration under the Restrictive Trade Practices Act 1976, then
         that provision shall not take effect until the day after particulars of
         this agreement or of that agreement or arrangement (as the case may be)
         have been furnished to the Director General of Fair Trading pursuant to
         section 24 of that Act.

21.      COSTS AND EXPENSES

         Each party shall pay its own costs and expenses in relation to the
         negotiations leading up to the sale of the Shares and to the
         preparation, execution and carrying into effect of this agreement and
         all other documents referred to in it, and the Sellers confirm that no
         expense of whatever nature relating to the sale of the Shares has been
         or is to be borne by the Company.

22.      COUNTERPARTS

22.1     This agreement may be executed in any number of counterparts, and by
         the parties on separate counterparts, but shall not be effective until
         each party has executed at least one counterpart.

22.2     Each counterpart shall constitute an original of this agreement, but
         all the counterparts shall together constitute but one and the same
         instrument.

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                                       14


23.      TIME OF ESSENCE

         Except as otherwise expressly provided, time is of the essence of this
         agreement.

24.      INVALIDITY

         If at any time any provision of this agreement is or becomes illegal,
         invalid or unenforceable in any respect under the law of any
         jurisdiction, that shall not affect or impair:-

         (A)      the legality, validity or enforceability in that jurisdiction
                  of any other provision of this agreement; or

         (B)      the legality, validity or enforceability under the law of any
                  other jurisdiction of that or any other provision of this
                  agreement.

25.      CHOICE OF GOVERNING LAW

         This agreement shall be governed by and construed in accordance with
         English law. The parties hereto agree that the English courts are to
         have jurisdiction to settle any claim or matter arising under this
         agreement and each party submits to the jurisdiction of the English
         courts.

26.      AGENT FOR SERVICE

26.1     The Purchaser irrevocably appoints American Telemedia Limited of
         [insert address] to be its agent for the service of process in England.
         It agrees that any Service Document may be effectively served on it in
         connection with proceedings in England and Wales by service on its
         agent.

26.2     A copy of any Service Document served on an agent shall be sent by post
         to the Purchaser. Failure or delay in so doing shall not prejudice the
         effectiveness of service of the Service Document.

IN WITNESS WHEREOF THIS AGREEMENT IS EXECUTED by the duly authorised
representatives of the parties on the day first written above as follows:-

Signed by ASHER GRATT                   
in the presence of:-


/s/ S. HERMER
    4 JOHN CARPENTER ST.
    LONDON EC 4
<PAGE>
                                       15


Signed by BERNARD LEBRECHT              
in the presence of:-                    AS ATTORNEY


/s/
AS PRECEDING

Signed by A. GRATT                      
duly authorised for and on behalf of 
GOLDVALLEY LIMITED
in the presence of:-


/s/
AS PRECEDING

Signed by                               /s/ D. H. WILKS
                                            DAVID HARDY WILKS
                                            
duly authorised for and on behalf of 
ECONOPHONE INC.
in the presence of:-



SR.V.P.