exhibit10_1.htm


    Share
Purchase Agreement

     

     

    CONTENTS

     

     

    SECTION

     

     

    1.  The
Closing

     

     

    2.  Sale
of Shares

     

     

    3.  Covenants
of SELLER

     

     

    4.  Representations
and Warranties of SELLER

     

     

    5.  Representations
and Warranties of the Company

     

     

    6.  Covenants
of BUYER

     

     

    7.  Representations
and Warranties of BUYER

     

     

    8.  Indemnities

     

     

    9.  Additional
Covenants of the Company and SELLER

     

     

    10.  Transactions
to be Completed at Closing

     

     

    11.  Governing
Law

     

     

    12.  Amendment
and Waiver

     

     

    13.  Assignment

     

     

    14.  Notices

     

     

    15.  Section
Headings

     

     

    16.  Exhibits

     

    17.  Entire Agreement

     

    18.  Corporate Governance

     

    19.  Independet Advice, Non-Litigation

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    Agreement
dated the 18th  day
of December 2008, among Stuart Discount ("SELLER"), Telestar Acquisition
Corporation, a Pennsylvania Corporation and Tele-Response Center, Inc., a
Tennessee Corporation (collectively hereinafter “121DR” or "Company") and
International Consolidated Companies, Inc., a Florida corporation
("BUYER").

     

     

    WITNESSETH:

     

     

    WHEREAS,
SELLER owns all of the issued and outstanding shares (the "Shares") of the
Company, no par value per share, which SELLER wishes to sell to BUYER and BUYER
wishes to purchase from SELLER, all on the terms hereinafter set
forth;

     

     

    NOW,
THEREFORE, the parties hereby agree as follows.

     

     

    
      	
              1.

            	
              The
    Closing.

            


    

     

     

    
      	
               
      

            	
              1.1

            	
              The
      Closing will take place the 1st day of January 2009.  At such
      time the following condition precedent to
      the Closing will be satisfied:

            


    

     

     

    1.1.1 The
following approvals and consents required in connection with this Agreement and
to conclude duly and legally the transactions contemplated herein shall have
been obtained and shall be in full force and effect:

     

     

    
      	
               
      

            	
              a.
      The consent of the Boards of Directors of the Buyer and the
      Company.

            


    

     

     

    
      	
               
      

            	
              b.
      The consent of any holders of any secured debt of the
    Company.

            


    

     

     

    
      	
               
      

            	
              c.
      Any other consent so required by
law.

            


    

     

     

    
      	
               
      

            	
              d.
      The Company will give the Closing Notice promptly after such approvals and
      consents have been obtained.

            


    

     

     

    
      	
               
      

            	
              1.2

            	
              The
      Closing will take place on 1st day of January 2009 at 12:00 P.M. in the
      offices of the BUYER in Sarasota,
Florida.

            


    

     

     

    2.           Sale of Shares.

     

     

    
      	
               
      

            	
              2.1

            	
              At
      the Closing, SELLER will sell to BUYER, and BUYER will purchase from
      SELLER, all the Shares of the Company (consisting of 100 shares of
      Telestar and 1,000 shares of Tele-Response) for a total consideration of
      that number of shares of common stock of the BUYER valued at three (3)
      times trailing 12 month EBITA less the indebtedness as set forth on Schedule 2.1 attached
      hereto and not less than $1.5 million dollars at a price of 7.5 cents per
      share or 20,000,000 shars of common stock less a 1,000,000 share fee to
      Bagell, Joseph, Levine for a net payment of 19,000,000
      shares.  The BUYER represents and warrants there is no option,
      warrant, privilege or other right outstanding with respect to any of the
      Shares.

            


    

     

     

    
      	
              3.

            	
              Covenants of
      SELLER.

            


    

     

     

    
      	
               
      

            	
              3.1

            	
              SELLER
      will not use or disclose any trade secrets or other proprietary or
      confidential information pertaining to any aspect of the
      Business.

            


    

     

     

    
      	
               
      

            	
              3.2

            	
              SELLER
      acknowledges that violation of any of the provisions of this Section 3
      will cause irreparable loss and harm to both the Company and BUYER which
      cannot be reasonably or adequately compensated by damages in an action at
      law. Accordingly, in the event of a breach or threatened breach by SELLER
      of any of the provisions of this Section 3, each of the Company and BUYER
      shall be entitled to injunctive and other equitable relief to prevent or
      cure any breach or threatened breach thereof, and SELLER agrees that it
      will not be a defense to any request for such relief that the Company or
      BUYER has an adequate remedy at law. Notwithstanding the foregoing, the
      Company and BUYER shall have other legal remedies as may be appropriate
      under the circumstance including, inter alia, recovery of
      damages occasioned by such breach. For purposes of any proceeding under or
      with respect to this Section 3, SELLER, the Company and BUYER submit to
      the jurisdiction of the courts of the State of Florida and of Orange
      County located in the State of Florida; and each agrees not to raise and
      waives any objection to or defense based on the venue of any such court or
      forum non
      conveniens.

            


    

     

     

    
      	
               
      

            	
              3.3

            	
              A
      court of competent jurisdiction, if it determines any of the provisions of
      this Section 3 to be unreasonable in scope, time or geography, is hereby
      authorized by SELLER, the Company and BUYER to enforce the same in such
      narrower scope, shorter time or lesser geography as such court determines
      to be reasonable under all the
circumstances.

            


    

     

     

    
      	
              4.

            	
              Representations and Warranties
      of SELLER.

            


    

     

     

    
      	
               
      

            	
              SELLER
      represents and warrants to the BUYER as
follows.

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              The
      SELLER has the power and authority to execute, deliver and perform this
      Agreement and any other agreement or document executed by them under or in
      connection with this Agreement; and the SELLER has taken all necessary
      action to authorize the execution, delivery and performance of this
      Agreement and any such other agreement or document. This Agreement
      constitutes, and any such other agreement or document when executed will
      constitute, the legal, valid and binding obligations of SELLER and the
      Company enforceable against SELLER and the Company in accordance with
      their respective terms.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Neither
      the execution nor delivery of this Agreement nor the transactions
      contemplated herein, nor compliance with the terms and conditions of this
      Agreement will:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              contravene
      any provision of law or any statute, decree, rule or regulation binding
      upon SELLER or contravene any judgment, decree, franchise, order or permit
      applicable to SELLER; or

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              conflict
      with or result in any breach of any terms, covenants, conditions or
      provisions of, or constitute a default (with or without the giving of
      notice or passage of time or both) under any agreement or other instrument
      to which SELLER is a party or by which SELLER is
  bound.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              No
      authorization, consent or approval of, or exemption by, any governmental,
      judicial or public body or authority of or in any state is required to
      authorize, or is required in connection with (i) the execution, delivery
      and performance by SELLER of this Agreement, or (ii) any of the
      transactions contemplated by this Agreement, or (iii) any of the
      certificates, instruments or other agreements executed by SELLER in
      connection with this Agreement, or (iv) the taking of any action by
      BUYER.

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              SELLER
      is the sole owner of the Shares and of all rights in and to the Shares;
      and SELLER may sell the Shares to BUYER pursuant to this Agreement without
      the consent or approval of any other person, corporation, partnership,
      governmental authority or other entity; the Shares are fully paid and
      non-assessable and, except as provided in this Agreement, SELLER has not
      sold, transferred or assigned any of its rights in or to any of the
      Shares; the Shares are free and clear of any liens, claims, encumbrances
      and restrictions of any kind except for the approvals noted
      above.

            


    

     

     

    
      	
               
      

            	
              4.1

            	
              Knowledge
      by BUYER of any event, circumstance or fact will not vitiate or otherwise
      impair any of the warranties of SELLER or any of the rights and remedies
      available to BUYER with respect to such
  warranties.

            


    

     

     

    
      	
              5.

            	
              Representations and Warranties
      of the Company.

            


    

     

     

    The
Company represents and warrants to BUYER that the representations and warranties
of SELLER under Section 4.1 insofar as they pertain to the Company are true and
correct.

     

     

    5.1           The
Company represents and warrants to the BUYER as follows:

     

     

    
      	
               
      

            	
              (a)

            	
              The
      Company is duly incorporated and validly existing under the laws of the
      States of Pennsylvania and Tennessee; the Company is duly qualified to
      conduct business in all jurisdictions where it is required to qualify;
      each of SELLER and the Company has the corporate power and authority to
      execute, deliver and perform this Agreement and any other agreement or
      document executed by either of them under or in connection with this
      Agreement; and each has taken all necessary corporate action to authorize
      the execution, delivery and performance of this Agreement and any such
      other agreement or document. This Agreement constitutes, and any such
      other agreement or document when executed will constitute, the legal,
      valid and binding obligations of SELLER and the Company enforceable
      against SELLER and the Company in accordance with their respective
      terms.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Neither
      the execution nor delivery of this Agreement nor the transactions
      contemplated herein, nor compliance with the terms and conditions of this
      Agreement will:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              contravene
      any provision of law or any statute, decree, rule or regulation binding
      upon SELLER or the Company or contravene any judgment, decree, franchise,
      order or permit applicable to SELLER or the Company;
  or

            


    

     

     

    
      	
              (ii)  

            	
              conflict
      with or result in any breach of any terms, covenants, conditions or
      provisions of, or constitute a default (with or without the giving of
      notice or passage of time or both) under the Articles of Incorporation or
      By-Laws of SELLER or the Company or any agreement or other instrument to
      which SELLER or the Company is a party or by which either is bound, or
      result in the creation or imposition of any lien, security interest,
      charge or encumbrance upon any of the assets, rights, contracts or other
      property of the Company.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              No
      authorization, consent or approval of, or exemption by, any governmental,
      judicial or public body or authority of or in any state is required to
      authorize, or is required in connection with (i) the execution, delivery
      and performance by SELLER of this Agreement, or (ii) any of the
      transactions contemplated by this Agreement, or (iii) any of the
      certificates, instruments or other agreements executed by SELLER in
      connection with this Agreement, or (iv) the taking of any action by
      BUYER.

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              EXHIBITS 5.1D-1 and 5.1D-2
      hereto contain, respectively, true and complete copies of the
      Articles of Incorporation and By-Laws of the Company, and the same have
      not been amended and are in full force and effect; as of the Closing the
      Articles of Incorporation and By-Laws of the Company will be amended,
      respectively, in accordance with EXHIBITS 5.1D-3 and
      5.1D-4 hereto.

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              The
      unaudited financial statements of the Company as of September 30th,
      2008 including profit and loss statements for the periods then ended as of
      these dates, as set forth in EXHIBIT 5.1E hereto
      (the "Financial Statements"), present fairly, in the case of the profit
      and loss statements, the results of operations of the Company for the
      fiscal periods then ended, and in the case of the balance sheets, the
      financial condition of the Company at said dates. As at said dates, the
      Company did not have any liabilities (contingent or otherwise) or assets,
      which are not disclosed in the Financial Statements or, in the case of
      liabilities, reserved against therein. The Financial Statements have been
      prepared in accordance with generally accepted accounting principles and
      practices consistently applied. Since the dates of the Financial
      Statements there have been no adverse changes in the business or financial
      condition of the Company and the Company has not incurred any additional
      obligations or liabilities except trade debts in the ordinary course of
      business. The Company maintains an exclusive license to use the
      intellectual property as described in schedule 5.1(e) such licenses being
      an asset of the Company.

            


    

     

     

    The
Company has filed all tax returns, which it has been required to file and has
paid all taxes and interest and penalties, if any, which it has been required to
pay. The Company has made provision sufficient to satisfy any and all accrued
tax liabilities.

     

     

    In
addition to the financial statements the Company shall provide the following
additional financial reports:

     

     

    1.           Aging
accounts payable including rent, utilities and accrued expenses.

     

     

    2.           Aging
accounts receivable including any set offs for not-for-profit
customers.

     

     

    3.           Amounts
of accounts payable over 60 days shall be deducted from the purchase
price.

     

     

    
      	
               
      

            	
              (f)

            	
              Apart
      from the Company Assets and other assets set forth in the Financial
      Statements, the Company has no assets, rights or other
      property.

            


    

     

     

    
      	
               
      

            	
              (g)

            	
              Intentionally left
      blank.

            


    

     

     

    
      	
               
      

            	
              (h)

            	
              None
      of the Company Assets (i) violates or infringes any contract, copyright,
      trademark, service mark, right of privacy, patent or other right, or (ii)
      contains any material which the Company is not duly authorized to use, or
      (iii) misuses or misappropriates any trade secret or confidential or
      proprietary information.

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              There
      is no litigation or arbitration or administrative proceeding or claim
      asserted, pending or threatened respecting or involving the Company, the
      business of the Company or any of the Company Assets or other assets of
      the Company.

            


    

     

     

    
      	
               
      

            	
              (j)

            	
              There
      is no order, writ, injunction or decree of any court, government or
      governmental agency or any arbitration award affecting the Company, the
      business of the Company or any of the Company Assets or other assets of
      the Company. The Company and its assets and operations are in compliance
      with all applicable laws, rules, regulations and
    ordinances.

            


    

     

     

    
      	
               
      

            	
              (k)

            	
              EXHIBIT 5.1K hereto
      contains a list of all the officers, directors, employees and agents of
      the Company, their salaries and other compensation arrangements; the
      Company has no other obligations for salary or
    compensation.

            


    

     

     

    
      	
               
      

            	
              (l)

            	
              EXHIBIT 5.1L hereto
      contains true and complete copies of all health, pension, retirement,
      profit sharing and deferred compensation arrangements maintained by the
      Company. All of these are in compliance with all applicable laws, rules
      and regulations.

            


    

     

     

    
      	
               
      

            	
              (m)

            	
              EXHIBIT 5.1M hereto
      contains a list of all the banks at which the Company has accounts and the
      authorized signatories on such
accounts.

            


    

     

     

    
      	
                                               (n)

            	
              EXHIBIT 5.1N hereto
      contains a description of all insurance’s maintained by the Company; no
      default exists with respect to any of such insurance’s and all of such
      insurance’s are in full force and
effect.

            


    

     

     

    
      	
               
      

            	
              (o)

            	
              There
      is no option, warrant, privilege, or other right outstanding with respect
      to any unissued shares of the Company, whether treasury shares or
      otherwise, and there is no option, warrant, privilege or other right
      outstanding with respect to any of the Shares; the Company has issued and
      outstanding 32,993,526 shares of common stock, no par value per
      share.

            


    

     

     

    5.2           Knowledge
of the Buyer of any event or circumstance or fact will not vitiate or otherwise
impair any of the warranties of the Company or any of the rights and remedies
available to BUYER with respect to such warranties.

     

     

    
      	
              6.

            	
              Covenants of
      BUYER.

            


    

     

     

    
      	
               
      

            	
              6.1

            	
              Prior
      to the Closing, the Buyer will continue to conduct its business in
      accordance with the Buyer’s normal and past
  practices.

            


    

     

     

    
      	
               
      

            	
              6.2

            	
              Prior
      to the Closing, the BUYER will not do, any of the following without
      SELLER's prior written consent:

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              change
      the nature of its business;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              amend
      its Articles of Incorporation or By-Laws except in accordance with EXHIBITS 7.1D-3 and
      7.1D-4 hereto;

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              merge
      or consolidate with any corporation or other entity or liquidate or
      dissolve;

            


    

     

     

    
      	
                                             
      (d)  

            	
              adopt
      or agree to adopt any plan providing for its reorganization;
      and

            


    

     

     

    
      	
                                             
      (e)  

            	
              issue
      any additional common shares.

            


    

     

     

    
      	
               
      

            	
              6.3

            	
              intentionally left
      blank;

            


    

     

     

    
      	
               
      

            	
              6.4

            	
              During
      the six (6) month period following the closing the Buyer shall invest a
      minimum of $300,000 (Three Hundred Thousand Dollars) into the
      Company.  Failure of the buyer to comply with this provision
      shall give the Seller the right to sell the shares acquired herein back to
      Buyer in exchange for the number of shares of the Company sold
      hereunder.

            


    

     

     

    
      	
               
      

            	
              6.5

            	
              Consistent
      with the Share Purchase Agreement between the Buyer and the Company signed
      on even date herewith; the Company shall appoint a director to sit on
      Buyer’s Board of Directors.

            


    

     

     

    
      	
              7.

            	
              Representations and Warranties
      of BUYER.

            


    

     

     

    
      	
               
      

            	
              7.1

            	
              BUYER
      represents and warrants to SELLER and the Company as
    follows.

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              BUYER
      is duly incorporated and validly existing under the laws of New Jersey;
      that no other entity exists; it has the corporate power and authority to
      execute, deliver and perform this Agreement, and any other agreement or
      document executed by it under or in connection with this Agreement; and it
      has taken all necessary corporate action to authorize the execution,
      delivery and performance of this Agreement, and any such other agreement
      or document. This Agreement constitutes, and any such other agreement or
      document when executed will constitute, the legal, valid and binding
      obligations of BUYER enforceable against BUYER in accordance with their
      respective terms.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              Neither
      the execution nor delivery of this Agreement, nor the transactions
      contemplated herein, nor compliance with the terms and conditions of this
      Agreement will:

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              contravene
      any provision of law or any statute, decree, rule or regulation binding
      upon BUYER or contravene any judgment, decree, franchise, order or permit
      applicable to BUYER; or

            


    

     

     

    
      	
               
      

            	
              (ii)

            	
              conflict
      with or result in any breach of any terms, covenants, conditions or
      provisions of, or constitute a default (with or without the giving of
      notice or passage of time or both) under the Articles of Incorporation or
      By-Laws of BUYER or the Company or any agreement or other instrument to
      which BUYER or the Company is a party or by which either is bound, or
      result in the creation or imposition of any lien, security interest,
      charge or encumbrance upon any of the assets, rights, contracts or other
      property of the Company.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              No
      authorization, consent or approval of, or exemption by, any governmental,
      judicial or public body or authority of or in New Jersey is required to
      authorize, or is required in connection with (i) the execution, delivery
      and performance by BUYER of this Agreement, or (ii) any of the
      transactions contemplated by this Agreement, or (iii) any of the
      certificates, instruments or other agreements executed by BUYER in
      connection with this Agreement, or (iv) the taking of any action by
      BUYER.

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              EXHIBITS 7.1D-1 and 7.1D-2
      hereto contain, respectively, true and complete copies of the
      Articles of Incorporation and By-Laws of the Company, and the same have
      not been amended and are in full force and effect; as of the Closing the
      Articles of Incorporation and By-Laws of the Company will be amended,
      respectively, in accordance with EXHIBITS 7.1D-3 and
      7.1D-4 hereto.

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              The
      BUYER has filed all tax returns which it has been required to file and has
      paid all taxes and interest and penalties, if any, which it has been
      required to pay.

            


    

     

     

    
      	
               
      

            	
              (f)

            	
              Apart
      from the BUYER’S Assets and other assets set forth in the Financial
      Statements, the Company has no assets, rights or other
      property.

            


    

     

     

    
      	
               
      

            	
              (g)

            	
              There
      is no litigation or arbitration or administrative proceeding or claim
      asserted, pending or threatened respecting or involving the BUYER, the
      business of the BUYER or any of the BUYER’S Assets or other assets of the
      BUYER.

            


    

     

     

    
      	
               
      

            	
              (h)

            	
              There
      is no order, writ, injunction or decree of any court, government or
      governmental agency or any arbitration award affecting the Company, the
      business of the Company or any of the Company Assets or other assets of
      the Company. The Company and its assets and operations are in compliance
      with all applicable laws, rules, regulations and
    ordinances.

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              The
      Shares to be issued as contemplated herein are fully paid and
      non-assessable and, except as provided in this Agreement, BUYER has not
      sold, transferred or assigned any of its rights in or to any of the
      Shares; the Shares are free and clear of any liens, claims, encumbrances
      and restrictions of any kind except for the approvals noted
      above.

            


    

     

     

    
      	
               
      

            	
              (j)

            	
              There
      is no option, warrant, privilege, or other right outstanding with respect
      to any unissued shares of the Company, whether treasury shares or
      otherwise, and there is no option, warrant, privilege or other right
      outstanding with respect to any of the Shares; the BUYER has issued and
      outstanding 32,993,526 shares of common stock, par value $.001 per share;
      there are no other shares of the Company outstanding; the Company is only
      authorized to issue 500,000,000 shares of common stock with a par value of
      $.001 per share.

            


    

     

     

    
      	
               
      

            	
              7.2

            	
              Knowledge
      by SELLER or the Company of any event, circumstance or fact will not
      vitiate or otherwise impair any of the representations or warranties of
      BUYER or any of the rights and remedies available to SELLER or the Company
      with respect to such representations and
  warranties.

            


    

     

     

    
      	
              8.

            	
              Indemnities.

            


    

     

     

    
      	
               
      

            	
              8.1

            	
              The
      representations and warranties of the Company, SELLER and BUYER will be
      deemed made on execution of this Agreement and at the Closing, and all of
      those representations and warranties and all of the covenants and
      obligations of the parties under this Agreement will survive the
      Closing.

            


    

     

     

    
      	
               
      

            	
              8.2

            	
              BUYER
      will hold each of SELLER and the Company harmless from and pay any loss,
      damage, cost or expense (including, without limitation, legal fees and
      court costs) which either SELLER or the Company incurs by reason of any
      representation or warranty or withholding of any pertinent facts or other
      information of BUYER being incorrect or by reason of any breach by BUYER
      of any of its covenants or obligations under this
    Agreement.

            


    

     

     

    
      	
               
      

            	
              8.3

            	
              The
      Company will hold BUYER harmless from and pay any loss, damage, cost or
      expense (including, without limitation, legal fees and court costs) which
      BUYER incurs by reason of any representation or warranty of the Company
      being incorrect or by reason of any breach by the Company of any of its
      covenants or obligations under this
Agreement.

            


    

     

     

    
      	
               
      

            	
              8.4

            	
              SELLER
      will hold BUYER harmless from and pay any loss, damage, cost or expense
      (including, without limitation, legal fees and court costs) which BUYER
      incurs by reason of any representation or warranty of SELLER being
      incorrect or by reason of any breach by SELLER of any of its covenants or
      obligations under this Agreement.

            


    

     

     

    
      	
              9.

            	
              Additional Covenants of the
      Company and SELLER.

            


    

     

     

    
      	
               
      

            	
              9.1

            	
              Prior
      to the Closing, the Company will continue to conduct, and SELLER will
      cause the Company to continue to conduct, its business in accordance with
      the Company's normal and past
practices.

            


    

     

     

    
      	
               
      

            	
              9.2

            	
              Prior
      to the Closing, the Company will not do, and SELLER will not permit the
      Company to do, any of the following without BUYER's prior written
      consent:

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              issue
      any shares, or issue any rights or privileges to acquire any shares or
      other securities of the Company, or issue any other
      securities;

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              change
      the nature of its business;

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              declare
      or pay any dividend or make any other distribution or payment in respect
      of any of its shares or purchase or redeem any of its
    shares;

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              intentionally left
      blank;

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              merge
      or consolidate with any corporation or other entity or liquidate or
      dissolve;

            


    

     

     

    
      	
               
      

            	
              (f)

            	
              adopt
      or agree to adopt any plan providing for its
    reorganization;

            


    

     

     

    
      	
               
      

            	
              (g)

            	
              make
      any loan or other extension of credit or issue any guaranty or otherwise
      incur any contingent liability [except for extensions of credit not
      exceeding thirty (30) days to trade creditors in accordance with past
      practices and in the normal course of
business;

            


    

     

     

    
      	
               
      

            	
              (h)

            	
              sell,
      pledge, transfer, assign or grant a security interest in any of its
      assets, property, contracts or
rights;

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              enter
      into or terminate any contract;

            


    

     

     

    
      	
               
      

            	
              (j)

            	
              employ
      anyone or terminate anyone's
employment;

            


    

     

     

    
      	
               
      

            	
              (k)

            	
              pay
      any compensation other than the current monthly payroll, raise or agree to
      raise anyone's compensation, or pay or agree to pay any bonus or other
      special compensation.

            


    

     

     

    
      	
              10.

            	
              Transactions to be Completed at
      Closing.

            


    

     

     

    
      	
               
      

            	
              10.1

            	
              The
      following requirements will be completed or satisfied, as the case may be,
      at the Closing.

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              SELLER
      will deliver to BUYER share certificates representing the Shares, which
      certificates will be duly endorsed by SELLER to
  BUYER.

            


    

     

     

    
      	
               
      

            	
              (b)

            	
              BUYER
      will deliver said share certificates to the Company and the Company will
      deliver to BUYER a certificate, duly executed and issued in the name of
      BUYER, representing all the issued and outstanding common shares of the
      Company, registered in the name of
BUYER.

            


    

     

     

    
      	
               
      

            	
              (c)

            	
              BUYER
      will provide SELLER with share certificates representing 19,000,000 common
      shares of BUYER at Closing to be in the names provided by
      Seller.

            


    

     

     

    
      	
               
      

            	
              (d)

            	
              Intentionally left
      blank

            


    

     

     

    
      	
               
      

            	
              (e)

            	
              Intentionally left
      blank

            


    

     

     

    
      	
               
      

            	
              (f)

            	
              BUYER
      will be furnished with copies of all approvals and consents required in
      connection with this Agreement and a certificate by an officer or director
      of the Company and an officer or director of SELLER certifying that the
      same are in full force and effect.

            


    

     

     

    
      	
               
      

            	
              (g)

            	
              Intentionally left
      blank

            


    

     

     

    
      	
               
      

            	
              (h)

            	
              BUYER
      will be furnished with a certificate by an officer or director of the
      Company certifying (i) that the representations and warranties of the
      Company under this Agreement are true and correct as of the Closing, (ii)
      that there has been no breach of any covenant of the Company under this
      Agreement, (iii) since the date of this Agreement there has been no
      adverse change in the business, financial condition or prospects of the
      Company, and (iv) there is no damage to or destruction of any of the
      property of the Company or any of the premises where the Company maintains
      offices or conducts its business that would materially impair the
      Company's operations or ability to conduct its
  business.

            


    

     

     

    
      	
               
      

            	
              (i)

            	
              SELLER
      and the Company will be furnished with a certificate by an officer or
      director of BUYER certifying that the representations and warranties of
      BUYER under this Agreement are true and correct as of the Closing and that
      there has been no breach of any covenant of BUYER under this
      Agreement.

            


    

     

     

    
      	
               
      

            	
              (j)

            	
              Besides
      BUYER, there will be no other shareholders of the
  Company.

            


    

     

     

    
      	
               
      

            	
              (k)

            	
              BUYER
      will be furnished with a certificate by an officer or director of the
      Company certifying as of the conclusion of the Closing (i) the banks at
      which the Company has accounts, and (ii) the signatories on those accounts
      and their authority, all of which shall be subject to BUYER's
      approval.

            


    

     

     

    
      	
               
      

            	
              (l)

            	
              The
      Company will be furnished with resignations by any current officers or
      directors of the Company and by any officers and directors elected after
      the date of this Agreement who will not serve after the Closing, with a
      confirmation by each that such person has no claims whatsoever against the
      Company; and the BUYER will be furnished with copies of
    these.

            


    

     

     

    
      	
               
      

            	
              (m)

            	
              The
      parties will furnish each other with certificates by one of their officers
      or directors (i) certifying the adoption by their directors and, if
      necessary, by their shareholders, of resolutions authorizing the
      execution, delivery and performance of this Agreement and any other
      agreements and documents in connection herewith, and (ii) also certifying
      the names, positions and signatures of the persons authorized to sign on
      their behalf.

            


    

     

     

    
      	
               
      

            	
              10.2

            	
              Except
      for the certified copy of the Company's Articles of Incorporation issued
      by the States of Pennsylvania and Tennessee and the Certificates of Good
      Standing, the agreements, certificates, consents and other documents to be
      executed and delivered at the Closing shall be dated the date of the
      Closing.

            


    

     

     

    
      	
               
      

            	
              10.3

            	
              Completion
      or satisfaction, as the case may be, of all of the requirements under
      Section 9.1 (including the correctness of the statements in the
      certificates and other documents delivered) are conditions precedent to
      completing the Closing under this Agreement. No part of the Closing under
      this Agreement will be deemed completed unless all requirements under this
      Agreement shall have been completed or
  satisfied.

            


    

     

     

    
      	
              11.

            	
              Governing
      Law.

            


    

     

     

    This
Agreement will be governed by and construed in accordance with the law of the
State of Florida and any action hereunder shall be brought in Broward County,
Florida.

     

     

    
      	
              12.

            	
              Amendment and
      Waiver.

            


    

     

     

    
      	
               
      

            	
              12.1

            	
              This
      Agreement may not be amended or terminated except by an instrument in
      writing signed by all of the parties
hereto.

            


    

     

     

    
      	
               
      

            	
              12.2

            	
              No
      provision of this Agreement and no right or obligation under this
      Agreement may be waived except by an instrument in writing signed by the
      party waiving the provision, right or obligation in
    question.

            


    

     

     

    
      	
              13.

            	
              Assignment.

            


    

     

     

    
      	
                             
      13.1  

            	
              No
      party may transfer or assign any of its rights or obligations under this
      Agreement and any attempt thereat shall be null and
  void.

            


    

     

     

    
      	
               
      

            	
              13.2

            	
              The
      Buyer shall be entitled in its sole discretion to determine a lender or
      lenders, an investor or investors who will make advances to or for the
      benefit of the BUYERS for purposes of funding the Transaction. Such
      determination shall not be deemed an assignment of this
      agreement.

            


    

     

     

    
      	
              14.

            	
              Notices.

            


    

     

     

    
      	
               
      

            	
              14.1

            	
              Any
      notice, request, demand, waiver, consent, approval, or other communication
      which is required or permitted to be given to any party under this
      Agreement shall be in writing and shall be given to that party with copy
      at the addresses or fax numbers set forth below or, in the event of a
      change in any address or fax number, then to such other address or fax
      number as to which notice of the change is
  given:

            


    

     

     

    
      	
               
      

            	
              (a)

            	
              If
      to SELLER:

            


    

     

    Stuart M.
Discount

    475
Summerhill Court

    Yardly,
PA 19067

     

    
      	
               
      

            	
              (b)

            	
              If
      to the Company:

            


    

     

    121
Direct Response

    9350
Ashton Road, Ste 202

    Philadelphia,
PA 19114

     

    
      	
               
      

            	
              (c)

            	
              If
      to BUYER:

            


    

     

    Att:
Antonio F. Uccello III

    2100
19th
Street

    Sarasota,
FL 34234

    Fax
No.:  (941) 330-0252

     

    With a
copy to (which shall not constitute notice):

     

    Jonathan
D. Leinwand, Esq.

    18851 NE
29th
Ave., Suite 414

    Aventura,
FL 33180

    Fax No.:
(954) 252-4265

     

    
      	
               
      

            	
              14.2

            	
              Notice
      shall be deemed given on receipt.

            


    

     

     

    
      	
              15.

            	
              Section
      Headings.

            


    

     

     

    Section
headings are for convenient reference only and shall not affect the meaning or
have any bearing on the interpretation of any provision of this
Agreement.

     

     

    
      	
              16.

            	
              Exhibits.

            


    

     

     

    The
Exhibits to this Agreement are contained in a separate booklet signed by SELLER,
BUYER and the Company.

     

     

    
      	
              17.

            	
              Entire
      Agreement.

            


    

     

     

    This
Agreement constitutes the entire agreement among the parties with respect to the
matters described herein.

     

     

    18.           Corporate
Governance

     

     

    
      	
              18.1  

            	
              The
      Company shall continue to have a Board of Directors and will operate as a
      wholly owned subsidiary of the BUYER. The Board of Directors shall act in
      their best business judgment in determining the capital needs of the
      Company.

            


    

     

     

    
      	
              18.2  

            	
              A
      designee of the Company shall have a seat on the Board of Directors of the
      BUYER. By virtue of the BUYER’s ownership of 100% of the voting stock of
      the Company upon closing, BUYER shall have complete control of the Board
      of Directors.

            


    

     

     

    19.           Independent Advice,
Non-Litigation

     

     

    
      	
              19.1  

            	
              Each
      of the parties acknowledges that such party has received independent legal
      advice with respect to the terms and conditions and effect of this
      agreement, or having been advised to seek independent legal advice, has
      decided not to seek independent legal advice and to rely on his/her/its
      own judgment.

            


    

     

     

    
      	
              19.2  

            	
              The
      SELLER agrees that it may not commence or continue any proceedings in any
      court of law in any jurisdiction against any person or entity to enforce
      the obligations of the Buyer to this agreement, or against any person or
      entity who might claim contribution or indemnity from the Buyer, provided
      that this release shall not be effective to release any obligations of
      confidentiality contained herein.

            


    

     

     

    
      	
              19.3  

            	
              The
      BUYER agrees that it may not commence or continue any proceedings in any
      court of law in any jurisdiction against any person or entity to enforce
      the obligations of the Buyer to this agreement, or against any person or
      entity who might claim contribution or indemnity from the Buyer, provided
      that this release shall not be effective to release any obligations of
      confidentiality contained herein.

            


    

     

     

    
      	
              19.4  

            	
              Should
      the SELLER or the Company default on its obligations herein to complete
      any part of the contemplated transactions, then the BUYER shall be
      entitled to obtain a judgment against either the SELLER or the Company or
      both providing only for the remedy of specific performance of the
      Agreement.

            


    

     

     

    
      	
              19.5  

            	
              Should
      the BUYER default on its obligations herein to complete any part of the
      contemplated transactions, then the SELLER or the Company shall be
      entitled to obtain a judgment against the BUYER providing only for the
      remedy of specific performance of the
Agreement.

            


    

     

     

    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.

     

    


    SELLER

    Stuart M.
Discount

     

    By: /s/
Stuart
Discount                                                     

    Name: 
Stuart
Discount                                                      

    Title: 
                                            

    


    TELESTAR
ACQUISITION CORPORATION

     

    By: 
/s/ Stuart
Discount                                                    

    Name:  Stuart
Discount                                                                

    Title:  President                                                                

    


    


    TELE-RESPONSE
CENTER

     

    By: 
/s/ Stuart
Discount                                               

    Name:  Stuart
Discount                                                                

    Title:  President                                                                

    


    


    BUYER

    International
Consolidatd Companies, Inc.

     

    By: 
/s/ Antonio F. Uccello,
III                                               

    Name:  Antonio F. Uccello,
III                                                      

    Title:  President,
CEO