EXHIBIT 10.1

                   REORGANIZATION AND STOCK PURCHASE AGREEMENT

         This  REORGANIZATION  AND STOCK PURCHASE AGREEMENT dated as of December
11,  2003  (this  "Agreement")  is by and  between  10Charge,  Inc.,  a Delaware
corporation ("10Charge US" or the "Company"), 10Charge Kft., a company organized
under  the laws of  Hungary  ("10Charge  Hungary")  and the  equity  holders  of
10Charge Hungary listed on Schedule A hereto.

                                    RECITALS

A.       WHEREAS,  10Charge US desires to acquire directly or indirectly 100% of
the equity of 10Charge Hungary;

B.       WHEREAS,  the equity  holders  of  10Charge  Hungary  desire to acquire
equity in the Company in connection with the proposed acquisition;

C.       WHEREAS,  the parties hereto intend that the  transaction  contemplated
hereby shall be completed as a tax-free exchange of stock interests for purposes
of U.S. Federal tax laws.

         NOW,  THEREFORE,  the respective Boards of Directors of the Company and
10Charge Hungary deem it advisable and in the best interests of their respective
entities  and security  holders  that the Company  acquire 100% of the equity of
10Charge  Hungary,   in  accordance  with  the  terms  and  conditions  of  this
Reorganization and Stock Purchase Agreement.

1.       Closing Conditions of the Company.  As conditions to any Closing as set
forth herein, the Company shall undertake the following actions:

         (a) The Board of Directors of the Company (the  "Company  Board") shall
duly  approve  and  deliver to  10Charge  Hungary  resolutions  with  respect to
approving the transactions set forth herein.

         (b) The Company shall issue a total of 88,760,000 shares (the "10Charge
US Shares") of common stock, par value $.0001 per share, of the Company ("Common
Stock") to the equity holders of 10Charge Hungary (the "10Charge  Hungary Equity
Holders"),  to be  delivered  to such  10Charge  Hungary  Equity  Holders at the
Closing, in the amounts set forth on Schedule A annexed hereto.

2.       Closing Conditions of 10Charge Hungary. As conditions to the Closing as
set forth herein, 10Charge Hungary shall undertake the following actions:

         (a) The Board of  Directors  (or  similar  governing  body) of 10Charge
Hungary  shall  execute  and  deliver to  10Charge  US  resolutions  unanimously
approving the transactions set forth herein.

         (b) The equity holders of 10Charge Hungary shall execute and deliver to
10Charge US  resolutions  approving the  transactions  contemplated  hereby,  if
required.

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         (c) The equity holders of 10Charge Hungary shall deliver to 10Charge US
at Closing (i) evidence of the  transfer of  ownership of 10Charge  Hungary from
such holders to 10Charge US and (ii) an  instrument,  in the form annexed hereto
as Exhibit A, including a  representation  that the shares of Common Stock being
acquired as a result of the  transactions  contemplated  by this  Agreement  are
being acquired for  investment  purposes only and not with a view to, or sale in
connection  with, any  distribution  within the meaning of the Securities Act of
1933, as amended.

         (d) Upon execution  hereof,  10Charge Hungary shall prepare and deliver
business and financial information,  and financial statements as may be required
to be  included  in  filings  with the US  Securities  and  Exchange  Commission
("SEC"), in form and substance satisfactory to 10Charge US.

         (e) All third party consents to the  transactions  contemplated  herein
required to be obtained by 10Charge Hungary shall have been obtained.

3.       Additional Conditions to Closing.

         The parties' obligation to close the transactions set forth herein will
be subject to additional specified conditions precedent as follows:

         (a) the  representations  and warranties of 10Charge US as set forth in
Section 6 herein  shall  remain  accurate as of the Closing Date and no material
adverse  change in the  business  of  10Charge US not  previously  disclosed  to
10Charge Hungary shall have occurred;

         (b) the representations and warranties of 10Charge Hungary as set forth
in Section 7 herein shall remain accurate as of the Closing Date and no material
adverse change in the business of 10Charge  Hungary not previously  disclosed to
10Charge US shall have occurred;

         (c) all the  documents  necessary  to be filed  with  local,  state and
federal  authorities  (including the SEC), are prepared and appropriately  filed
with such  authorities  and all  approvals  required from such  authorities  are
granted;

4.       At the Closing.

         (a) At the  Closing,  10Charge US shall issue the 10Charge US Shares to
the 10Charge Hungary Equity Holders.

         (b) At the Closing,  all equity  securities of 10Charge  Hungary,  duly
endorsed for transfer, and the executed investor  representation letter for each
10Charge  Hungary Equity Holder in the form annexed hereto as Exhibit A shall be
delivered to 10Charge US.

         (c) In addition to the  documents  expressly  required  herein,  at the
Closing each party hereto shall deliver such further  instruments  and take such
further action as may reasonably be requested by any other party hereto in order
to carry out the intent and purposes of this Agreement.


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<PAGE>

5.       Timing of  Closing.  The  consummation  of the  transactions  set forth
herein (the "Closing")  shall occur upon the  satisfaction of the conditions set
forth in this Agreement. The date of Closing (the "Closing Date") shall occur on
or before December 12, 2003.

6.       Representations  of 10Charge US. 10Charge US represents and warrants as
follows:

         (a) Ownership of Shares.  Upon issuance of the 10Charge US Shares,  the
10Charge  Hungary Equity Holders will become sole owners,  respectively,  of the
10Charge US Shares.  The 10Charge US Shares will be free from  claims,  liens or
other  encumbrances,  except as  provided  under  applicable  federal  and state
securities laws.

         (b) Fully paid and Nonassessable. The 10Charge US Shares, upon issuance
pursuant to this Agreement,  shall  constitute duly and validly issued shares of
10Charge US, and shall be fully paid and nonassessable.

         (c)  Organization  of  10Charge  US;  Authorization.  10Charge  US is a
corporation duly organized, validly existing and in good standing under the laws
of Delaware with full corporate  power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. The execution,  delivery and
performance  of this  Agreement  have  been  duly  authorized  by all  necessary
corporate  action of  10Charge  US and this  Agreement  constitutes  a valid and
binding obligation of 10Charge US, enforceable against it in accordance with its
terms,  except as may be  limited  by  bankruptcy,  insolvency,  reorganization,
moratorium or similar laws of general  application  relating to or affecting the
enforcement of rights  hereunder,  rights of creditors or general  principles of
equity (regardless of whether such  enforceability is considered in a proceeding
in equity or at law). 10Charge US has no subsidiaries.

         (d)  Capitalization.  The  authorized  capital  stock  of  10Charge  US
consists  of  200,000,000  shares  of  Common  Stock  and  20,000,000  shares of
preferred stock, par value $.0001. As of the date of this Agreement, 10Charge US
has  8,240,000  shares of Common Stock issued and  outstanding  and no shares of
preferred  stock  issued and  outstanding.  As of the Closing  Date,  all of the
issued and outstanding shares of Common Stock are validly issued, fully paid and
non-assessable  and,  there is not and as of the Closing  Date there will not be
outstanding any warrants, options or other agreements on the part of 10Charge US
obligating 10Charge US to issue any additional shares of its common or preferred
stock or any of its securities of any kind.

         (e) No  Conflict  as to  10Charge  US  and  Subsidiaries.  Neither  the
execution  and  delivery  of  this  Agreement  nor  the   consummation   of  the
transactions   contemplated  herein  will  (a)  violate  any  provision  of  the
certificate  of  incorporation  or by-laws (or other  governing  instrument)  of
10Charge US or (b) violate,  or be in conflict with, or constitute a default (or
an event  which,  with  notice  or lapse of time or  both,  would  constitute  a
default)  under,  or result in the termination of, or accelerate the performance
required  by,  or excuse  performance  by any  person of any of its  obligations
under,  or cause the  acceleration  of the  maturity  of any debt or  obligation
pursuant to, or result in the creation or imposition of any encumbrance upon any
property or assets of 10Charge US under, any material agreement or commitment to
which 10Charge US is a party or by which its property or assets is bound,  or to
which any of the  property or assets of  10Charge US is subject,  or (c) violate
any statute or law or any  judgment,  decree,  order,  regulation or rule of any
court or other  governmental  body applicable to 10Charge US except, in the case


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<PAGE>

of violations, conflicts, defaults, terminations,  accelerations or encumbrances
described in clause (b) of this Section for such matters which are not likely to
have a  material  adverse  effect on the  business  or  financial  condition  of
10Charge US.

         (f) Consents and  Approvals of  Governmental  Authorities.  No consent,
approval or authorization of, or declaration,  filing or registration  with, any
governmental  body  is  required  to be  made  or  obtained  by  10Charge  US in
connection  with the  execution,  delivery and  performance of this Agreement by
10Charge US or the consummation of the sale of the 10Charge US Shares.

         (g) Other Consents. No consent of any person is required to be obtained
by 10Charge US to the execution,  delivery and  performance of this Agreement or
the consummation of the sale of the 10Charge US Shares.

         (h) Financial  Statements.  10Charge US has delivered or otherwise made
available to 10Charge Hungary the financial statements included with its filings
with  the SEC  (the  "10Charge  US  Financial  Statements").  Such  10Charge  US
Financial  Statements  and  notes  fairly  present  the  consolidated  financial
condition and results of operations  of 10Charge US as at the  respective  dates
thereof  and for  the  periods  therein  referred  to,  all in  accordance  with
generally  accepted United States  accounting  principles  consistently  applied
throughout  the periods  involved.  10Charge US has delivered or otherwise  made
available to 10Charge Hungary copies of all annual, quarterly and other periodic
reports filed by 10Charge US with the SEC in accordance with the Exchange Act.

         (i)  Title  to  Properties.  Except  as set  forth in the  10Charge  US
Financial Statements, 10Charge US does not own any assets.

         (j)  Litigation.  There is no  action,  suit,  inquiry,  proceeding  or
investigation by or before any Court or Governmental  body pending or threatened
in writing  against or involving  10Charge US which is likely to have a material
adverse effect on the business or financial condition of 10Charge US.

         (k) No  Material  Adverse  Change.  Since the date of the  10Charge  US
Financial  Statements,  there has not been any  material  adverse  change in the
business or  financial  condition  of 10Charge  US. The  10Charge US SEC filings
contain  all  material  information  with  respect  to the  business,  financial
condition and operations of 10Charge US.

         (l) Contracts and Commitments.  Except as set forth in its filings with
the SEC,  10Charge US is not a party to any  contract or  agreement,  including,
without  limitation,   any  leases,   employment   agreements,   confidentiality
agreements,  or other material agreement.  10Charge US has delivered to 10Charge
Hungary copies of any and all material  agreements,  arrangements,  contracts or
other matters relating to 10Charge US.

         (m)  Labor  Relations.  10Charge  US is not a party  to any  collective
bargaining agreement. 10Charge US does not have any employees.

         (n)  Compliance  with Law.  The  operations  of  10Charge  US have been
conducted  in  accordance  with  all  applicable  laws  and  regulations  of all
governmental bodies having jurisdiction over them, except for violations thereof


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<PAGE>

which are not  likely to have a  material  adverse  effect  on the  business  or
financial  condition  of  10Charge  US, or which  would not require a payment by
10Charge US in excess of $50,000 in the aggregate, or which have been cured.

         (o) Tax  Matters.  10Charge  US (1) has  filed or shall  file  prior to
Closing all US federal,  state and other tax returns ("Tax Returns") required to
be filed  through the date hereof and will have paid or  contested in good faith
any tax due through the date hereof with respect to the time periods  covered by
such Tax  Returns  and shall  timely pay or contest in good faith any such taxes
required to be paid by it after the date hereof with respect to such Tax Returns
and (2) shall prepare and timely file all such Tax Returns  required to be filed
after the date hereof and  through  the Closing  Date and pay or contest in good
faith all taxes required to be paid by it with respect to the periods covered by
such Tax  Returns.  Any such Tax Return  filed or required to be filed after the
date  hereof  shall not reflect the  adoption of any new  accounting  methods or
conventions  or other  similar  items,  except  to the  extent  such  particular
reflection or adoption is required to comply with any law or regulation.

         (p)  Transactions  with  Directors and  Officers.  10Charge US does not
engage in  business  with any  person or  entity in which any of  10Charge  US's
directors or officers has a material equity interest.  No director or officer of
10Charge US owns any property, asset or right, which is material to the business
of 10Charge US.

         (q)  Borrowing  and  Guarantees.  10Charge  US (a)  does  not  have any
indebtedness  for  borrowed  money,  (b) is not lending or committed to lend any
money (except for advances to employees in the ordinary course of business), and
(c) is not a guarantor or surety with respect to the obligations of any person.

7.       Representations of 10Charge Hungary. 10Charge Hungary and each 10Charge
Hungary  Equity Holder,  hereby  jointly and severally  represent and warrant as
follows:

         (a)  Organization;   Authorization.   10Charge  Hungary  is  a  limited
liability  company duly organized,  validly  existing and in good standing under
the laws of Hungary  with full power and  authority  to execute and deliver this
Agreement and to perform its obligations hereunder. The execution,  delivery and
performance of this Agreement has been duly  authorized by all necessary  action
of  10Charge  Hungary  and  this  Agreement  constitutes  a  valid  and  binding
obligation,  enforceable  against 10Charge Hungary in accordance with its terms.
10Charge Hungary has no subsidiaries.

         (b)  Capitalization.  As  of  the  date  of  this  Agreement,  10Charge
Hungary's capitalization is equal to the aggregate amount set forth next to each
equity  holder's  name on Schedule A hereto.  No equity of 10Charge  Hungary has
been registered under foreign, state or federal securities laws. All outstanding
equity interests of 10Charge Hungary have been issued pursuant to an appropriate
exemption from the  registration  requirements of the Securities Act of 1933, as
amended ("Securities Act") and from all applicable registration  requirements of
the various U.S. states and foreign  jurisdictions.  As of the Closing Date, all
of the issued and outstanding  equity 10Charge Hungary is validly issued,  fully
paid and  non-assessable  and are free from all claims,  rights,  liens or other
encumbrances,  and there is not,  and as of the Closing  Date there will not be,
outstanding  any  warrants,  options,  other  convertible  securities  or  other
agreements on the part of 10Charge Hungary obligating it to issue any additional


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<PAGE>

equity or other  securities  of any kind.  10Charge  Hungary  will not issue any
equity or other  securities from the date of this Agreement  through the Closing
Date.

         (c) No Conflict  as to 10Charge  Hungary.  Neither  the  execution  and
delivery of this Agreement nor the consummation of the transactions contemplated
herein will (a) violate  any  provision  of the  articles  of  incorporation  or
organization  of 10Charge  Hungary or (b) violate,  or be in conflict  with,  or
constitute a default (or an event  which,  with notice or lapse of time or both,
would  constitute  a  default)  under,  or  result  in the  termination  of,  or
accelerate the performance  required by, or excuse  performance by any person of
any of its obligations  under, or cause the  acceleration of the maturity of any
debt or  obligation  pursuant to, or result in the creation or imposition of any
encumbrance  upon any property or assets of 10Charge Hungary under, any material
agreement or commitment to which 10Charge Hungary are a party or by which any of
their respective property or assets is bound, or to which any of the property or
assets of  10Charge  Hungary is subject or (c) violate any statute or law or any
judgment,  decree, order,  regulation or rule of any court or other governmental
body  applicable  to  10Charge  Hungary  except,  in  the  case  of  violations,
conflicts,  defaults,  terminations,  accelerations or encumbrances described in
clause  (b) of this  Section  for such  matters  which are not  likely to have a
material  adverse  effect on the  business or  financial  condition  of 10Charge
Hungary, taken as a whole.

         (d) Consents and  Approvals of  Governmental  Authorities.  No consent,
approval or authorization of, or declaration,  filing or registration  with, any
governmental  body is required  to be made or  obtained  by 10Charge  Hungary in
connection  with the  execution,  delivery and  performance of this Agreement by
10Charge Hungary or the consummation of the transactions contemplated herein.

         (e) Other Consents. No consent of any person is required to be obtained
by 10Charge Hungary to the execution, delivery and performance of this Agreement
or the consummation of the transactions  contemplated herein, including, but not
limited to, consents from parties to leases or other  agreements or commitments,
except for any consent which the failure to obtain would not be likely to have a
material  adverse  effect on the  business and  financial  condition of 10Charge
Hungary.

         (f) Title to  Properties.  10Charge  Hungary  owns all of its  material
properties  and assets they purport to own (real,  personal and mixed,  tangible
and intangible),  including, without limitation, all the material properties and
assets reflected in 10Charge Hungary's  Financial  Statements (as defined below)
and all the material  properties and assets  purchased or otherwise  acquired by
10Charge Hungary since the date of 10Charge Hungary's Financial Statements.  All
properties and assets reflected in 10Charge Hungary's  Financial  Statements are
free and clear of all  material  encumbrances  and are not,  in the case of real
property,  subject to any material  rights of way,  building  use  restrictions,
exceptions,  variances,  reservations  or limitations  of any nature  whatsoever
except,  with  respect to all such  properties  and  assets,  (a)  mortgages  or
security interests shown on 10Charge Hungary'  Financial  Statements as securing
specified liabilities or obligations, with respect to which no default (or event
which, with notice or lapse of time or both, would constitute a default) exists,


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(b) mortgages or security  interests incurred in connection with the purchase of
property or assets  after the date of  10Charge  Hungary'  Financial  Statements
(such  mortgages and security  interests being limited to the property or assets
so acquired),  with respect to which no default (or event which,  with notice or
lapse  of time or both,  would  constitute  a  default)  exists,  (c) as to real
property,  (i) imperfections of title, if any, none of which materially detracts
from the value or impairs the use of the property  subject  thereto,  or impairs
the  operations of 10Charge  Hungary and (ii) zoning laws that do not impair the
present or anticipated use of the property  subject  thereto,  and (d) liens for
current taxes not yet due. The properties and assets of 10Charge Hungary include
all rights,  properties and other assets necessary to permit 10Charge Hungary to
conduct their respective  businesses in all material respects in the same manner
as it is conducted on the date of this Agreement.

         (g) Financial  Statements.  10Charge Hungary's financial statements and
notes  previously  delivered  to 10Charge US (the  "10Charge  Hungary  Financial
Statements")  fairly present the  consolidated  financial  condition of 10Charge
Hungary as at the respective  dates thereof and for the periods therein referred
to, all in accordance with generally accepted accounting principles consistently
applied  throughout  the  periods  involved,  except  as set  forth in the notes
thereto,  and shall be utilizable in any SEC filing in compliance  with Rule 310
of Regulation S-B promulgated under the Securities Act.

         (h) Buildings, Plants and Equipment. The buildings,  plants, structures
and material items of equipment and other  personal  property owned or leased by
10Charge  Hungary  are in all  respects  material to the  business or  financial
condition of 10Charge Hungary, taken as a whole, in good operating condition and
repair  (ordinary  wear and tear excepted) and are adequate in all such respects
for the  purposes  for which  they are being  used.  10Charge  Hungary  have not
received  notification  that  any of them  are in  violation  of any  applicable
building,  zoning,  anti-pollution,  health,  safety or other law,  ordinance or
regulation  in  respect  of  their  buildings,  plants  or  structures  or their
operations,  which violation is likely to have a material  adverse effect on the
business or financial  condition of 10Charge Hungary,  taken as a whole or which
would  require a payment  by  10Charge  Hungary  in  excess  of  $50,000  in the
aggregate, and which has not been cured.

         (i) No Condemnation or Expropriation. Neither the whole nor any portion
of the property or  leaseholds  owned or held by 10Charge  Hungary is subject to
any governmental decree or order to be sold or is being condemned,  expropriated
or  otherwise  taken by any  governmental  body or other  person with or without
payment  of  compensation  therefor,  which  action is likely to have a material
adverse effect on the business or financial condition of 10Charge Hungary.

         (j)  Litigation.  There is no  action,  suit,  inquiry,  proceeding  or
investigation by or before any court or governmental  body pending or threatened
in  writing  against or  involving  10Charge  Hungary  which is likely to have a
material  adverse  effect on the  business or  financial  condition  of 10Charge
Hungary, taken as whole, or which would require a payment by 10Charge Hungary in
excess of $50,000 in the aggregate or which questions or challenges the validity
of this  Agreement.  10Charge  Hungary is not subject to any judgment,  order or
decree  that is likely to have a  material  adverse  effect on its  business  or
financial  condition,  or which would  require a payment by 10Charge  Hungary in
excess of $50,000 in the aggregate.

         (k) No Material  Adverse Change.  Since the date of 10Charge  Hungary's
Financial  Statements,  there has not been any  material  adverse  change in the
business or financial  condition of 10Charge  Hungary taken as a whole,  nor has
10Charge Hungary incurred any material indebtedness.


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<PAGE>

         (l) Contracts and Commitments. 10Charge Hungary is not a party to any:

                  1. Contract or agreement  (other than purchase or sales orders
         entered  into  in  the  ordinary  course  of  business)  involving  any
         liability  of more  than  $50,000  and not  cancelable  by it  (without
         liability  to it) within 60 days.  10Charge  Hungary has  delivered  to
         10Charge US copies of any and all  material  agreements,  arrangements,
         contracts or other matters relating to 10Charge Hungary.

                  2. Lease of personal property involving annual rental payments
         in excess of $50,000 and not cancelable by it (without liability to it)
         within 90 days;

                  3. Employee bonus, stock option or stock purchase, performance
         unit, profit-sharing, pension, savings, retirement, health, deferred or
         incentive  compensation,  insurance or other material  employee benefit
         plan (as  defined in Section  2(3) of ERISA) or program  for any of the
         employees, former employees or retired employees of 10Charge Hungary;

                  4.  Commitment,   contract  or  agreement  that  is  currently
         expected  by the  management  of  10Charge  Hungary  to  result  in any
         material loss upon completion or performance thereof;

                  5. Contract,  agreement or commitment, that is material to the
         business  of  10Charge  Hungary,  with any  officer,  employee,  agent,
         consultant,  advisor,  salesman,  sales  representative,   value  added
         reseller, distributor or dealer; or

                  6.  employment  agreement  or  other  similar  agreement  that
         contains any severance or termination pay, liabilities or obligations.

         All  such  contracts  and  agreements  are in full  force  and  effect.
10Charge  Hungary is not in breach or  violation  of, or in default  under,  any
agreement,  instrument,  indenture, deed of trust, commitment, contract or other
obligation of any type to which it is a party or is or may be bound that relates
to its  business or to which any of its assets or  properties  is  subject,  the
effect of which  breach,  violation  or  default  is likely  to  materially  and
adversely affect the business or financial condition of 10Charge Hungary.

         (m) Labor Relations.  10Charge Hungary is not a party to any collective
bargaining  agreement.  Except  for any  matter  which is not  likely  to have a
material  adverse  effect on the  business or  financial  condition  of 10Charge
Hungary,  (a)  10Charge  Hungary  is in  compliance  with  all  applicable  laws
respecting  employment  and  employment  practices,   terms  and  conditions  of
employment  and wages and hours,  and  10Charge  Hungary  is not  engaged in any
unfair labor practice,  (b) there is no unfair labor practice  complaint against
10Charge  Hungary  pending before the National Labor  Relations Board or similar
foreign government agency,  (c) there is no labor strike,  dispute,  slowdown or
stoppage  actually  pending  or  threatened  against  10Charge  Hungary,  (d) no
representation question exists respecting the employees of 10Charge Hungary, (e)
10Charge  Hungary has not experienced  any strike,  work stoppage or other labor
difficulty,  and (f) no collective bargaining agreement relating to employees of
any of 10Charge Hungary is currently being negotiated.


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<PAGE>

         (n) Employee  Benefit Plans.  No material  employee  pension or welfare
benefit plans  covering  employees of 10Charge  Hungary is (1) a  multi-employer
plan as defined  in Section  3(37) of ERISA,  or (2) a defined  benefit  plan as
defined in Section 3(35) of ERISA; any listed individual account pension plan is
duly  qualified as tax exempt under the  applicable  sections of the Code,  each
listed benefit plan and related funding arrangement, if any, has been maintained
in all material  respects in  compliance  with its terms and the  provisions  of
ERISA and the Code.

         (o) Compliance  with Law. The operations of 10Charge  Hungary have been
conducted  in  accordance  with  all  applicable  laws  and  regulations  of all
governmental bodies having jurisdiction over them, except for violations thereof
which are not  likely to have a  material  adverse  effect  on the  business  or
financial  condition of 10Charge Hungary or which would not require a payment by
10Charge  Hungary  in excess of  $50,000  in the  aggregate,  or which have been
cured. 10Charge Hungary has not received notification of any asserted present or
past  failure  by any of  them  to  comply  with  any  such  applicable  laws or
regulations.  10Charge  Hungary has all material  licenses,  permits,  orders or
approvals  from  the  governmental  bodies  required  for the  conduct  of their
businesses,  and are not in material  violation of any such  licenses,  permits,
orders and approvals.  All such licenses,  permits,  orders and approvals are in
full force and effect, and no suspension or cancellation of any thereof has been
threatened.

         (p) Tax Matters.  10Charge Hungary (1) has filed or shall file prior to
Closing  all Tax Returns  required to be filed  through the date hereof and will
have paid any tax due through the date hereof with  respect to the time  periods
covered by such Tax Returns and shall  timely pay any such taxes  required to be
paid by it after the date hereof with  respect to such Tax Returns and (2) shall
prepare and timely file all such Tax Returns required to be filed after the date
hereof and through the Closing Date and pay all taxes  required to be paid by it
with  respect to the periods  covered by such Tax  Returns.  Any such Tax Return
filed or required  to be filed  after the date hereof  shall not reflect any new
elections or the adoption of any new accounting  methods or conventions or other
similar items,  except to the extent such  particular  reflection or adoption is
required  to  comply  with  any law or  regulation.  There is no  action,  suit,
proceeding,  investigation,  audit,  claim,  demand,  deficiency  or  additional
assessment in progress, pending or threatened against or with respect to any tax
attributable  to  10Charge  Hungary or its  assets or  operations.  All  amounts
required to be withheld as of the Closing Date for taxes or otherwise  have been
withheld and paid when due to the appropriate  agency or authority.  There shall
be  delivered  or made  available to 10Charge US at or prior to Closing true and
complete  copies of all income tax returns (or with respect to  consolidated  or
combined  returns,  the portion thereof) and any other tax returns  requested by
10Charge US as may be relevant to 10Charge  Hungary or its assets or  operations
for any and all periods.

         (q)  Environmental  Matters.  At all  times  prior to the date  hereof,
10Charge  Hungary  has  complied  in  all  material   respects  with  applicable
environmental  laws, orders,  regulations,  rules and ordinances relating to its
business,  properties  and assets,  the violation of which would have a material
adverse  effect on the  business or financial  condition of 10Charge  Hungary or
which would  require a payment by  10Charge  Hungary in excess of $50,000 in the
aggregate,  and which  have been duly  adopted,  imposed or  promulgated  by any
legislative,  executive,  administrative  or  judicial  body or  officer  of any
governmental agency. The environmental licenses, permits and authorizations that


                                       9
<PAGE>

are material to the operations of 10Charge Hungary are in full force and effect.

         (r) Absence of Certain Commercial Practices.  10Charge Hungary has not,
directly or  indirectly,  paid or delivered any fee,  commission or other sum of
money  or  item  of  property,  however  characterized,  to any  finder,  agent,
government  official or other party,  in the United States or any other country,
which is in any manner related to its business or operations,  which it knows or
has reason to believe to have been  illegal  under any  federal,  state or local
laws of the United States or any other country having jurisdiction; and 10Charge
Hungary has not participated,  directly or indirectly,  in any boycotts or other
similar  practices  affecting  any of  its  actual  or  potential  customers  in
violation of any applicable law or regulation.

         (s)  Proprietary  Rights.  10 Charge  Hungary  owns or possesses or has
adequate  licenses or other rights to use,  and has taken all action  reasonably
necessary to protect,  all intellectual  property  necessary for its business as
now  conducted  and as  proposed  to be  conducted  without,  to the best of its
knowledge,  any conflict with or infringement of the rights of others. A list of
all intellectual property of 10Charge Hungary has been delivered to 10Charge US.
There are no outstanding options, licenses or agreements of any kind relating to
the  foregoing,  nor is  10Charge  Hungary  bound by or a party to any  options,
licenses or agreements of any kind with respect to the intellectual  property of
any other person or entity. 10Charge Hungary has not received any communications
alleging that it has violated,  or by conducting its business would violate, any
of the  intellectual  property  rights of any other  person  or  entity,  nor is
10Charge  Hungary aware of any basis for the foregoing.  10Charge Hungary is not
aware that any of its employees or contractors  are obligated under any contract
(including licenses, covenants or commitments of any nature) or other agreement,
or  subject  to any  judgment,  decree or order of any  court or  administrative
agency,  that would  interfere with the use of such  employee's or  contractor's
best efforts to promote its interests,  or that would conflict with the business
of 10Charge Hungary as presently conducted.

         (t) Borrowing and Guarantees.  10Charge Hungary (a) has no indebtedness
for borrowed  money,  (b) is not lending or committed to lend any money  (except
for advances to  employees  in the ordinary  course of business and as otherwise
previously  disclosed in writing to 10Charge  US), and (c) is not a guarantor or
surety with respect to the obligations of any person.

         (u) Qualification  and  Registration.  10Charge Hungary is qualified or
licensed as foreign  corporations in all  jurisdictions  where their  respective
business or  ownership  of assets so  requires,  except  where the failure to be
qualified  or  licensed  would  not  have  a  material  adverse  effect  on  its
businesses.  The  business  of  10Charge  Hungary  does  not  require  it  to be
registered as an investment  company or  investment  adviser,  as such terms are
defined under the Investment Company Act of 1940 and the Investment Advisers Act
of 1940, each as amended.

         (v)  Marketability  of  Title.  Except  as  provided  for  in  10Charge
Hungary's  Financial  Statements,  10Charge Hungary has, and on the Closing Date
will  have,  good and  marketable  title to all of their  respective  furniture,
fixtures,  equipment  and  other  assets  as set  forth  in  10Charge  Hungary's
Financial  Statements,  and such assets are owned free and clear of all security


                                       10
<PAGE>

interests,  pledges,  liens,  restrictions  and  encumbrances  of every kind and
nature.

         (w) Payments and Distributions.  Through the Closing Date there will be
(i) no bonuses or extraordinary compensation to any of the officers,  directors,
members,  managers or stockholders of 10Charge Hungary, (ii) no loans made to or
any other transactions with any of the officers, directors, members, managers or
stockholders  of  10Charge  Hungary  or their  families  (except  as  previously
disclosed  in  writing  to  10Charge  US),  and  (iii)  no  dividends  or  other
distributions declared or paid by 10Charge Hungary.

         (x) Related  Party  Transactions.  10Charge  Hungary does not engage in
business  with any person or entity in which any of its  officers,  directors or
other  affiliates  have a material  equity  interest.  No  affiliate of 10Charge
Hungary owns any property,  asset or right, which is material to the business of
10Charge  Hungary.  There are,  and on the Closing Date there will be, no loans,
leases  or  other  Contracts   outstanding  between  10Charge  Hungary  and  any
affiliate,  other  than such  Contracts  as have been  approved  in  writing  by
10Charge US.

         (y) Insurance. 10Charge Hungary has, and on the Closing Date will have,
maintained  casualty and liability  policies and other  insurance  policies with
respect to its  businesses  which are  appropriate  and customary for businesses
similar in size,  industry and risk  profile,  including  but not limited to the
insurance relating to its intellectual  property.  Copies of all of the policies
of insurance  and bonds  presently  in force with  respect to 10Charge  Hungary,
including without limitation those covering  properties,  buildings,  machinery,
equipment,  worker's compensation,  officers and directors and public liability,
have been  delivered to 10Charge US. All such  insurance is  outstanding  and in
full force and effect, with all premiums thereon duly paid, and 10Charge Hungary
has not received any notice of cancellation of any such policies.

         (z) Since its inception,  10Charge Hungary has, and on the Closing Date
will have, in all material  respects  operated its  businesses and conducted its
affairs in compliance with all applicable laws,  rules and  regulations,  except
where the  failure to so comply did not have and would not be expected to have a
material adverse effect on their respective businesses or property.

         (aa) During the past five (5) year period none of 10Charge Hungary, nor
any of its officers or directors,  nor any person intended upon  consummation of
the  transactions  contemplated  herein to  become an  officer  or  director  of
10Charge US or any successor entity or subsidiary, has been the subject of:

                  1. a petition under the Federal  bankruptcy  laws or any other
         insolvency or moratorium law or has a receiver, fiscal agent or similar
         officer  been  appointed  by a court for the  business  or  property of
         10Charge  Hungary or such person,  or any partnership in which 10Charge
         Hungary or any such person was a general partner at or within two years
         before  the  time  of  such  filing,  or any  corporation  or  business
         association  of  which  10Charge  Hungary  or any  such  person  was an
         executive  officer  at or  within  two  years  before  the time of such
         filing;


                                       11
<PAGE>

                  2. a conviction in a criminal proceeding or a named subject of
         a pending criminal  proceeding  (excluding  traffic violations which do
         not  relate  to  driving  while   intoxicated   or  driving  under  the
         influence);

                  3. any order,  judgment or decree, not subsequently  reversed,
         suspended  or  vacated,   of  any  court  of  competent   jurisdiction,
         permanently  or  temporarily  enjoining  10Charge  Hungary  or any such
         person from, or otherwise limiting, the following activities:

                           (i)   acting  as  a  futures   commission   merchant,
                  introducing broker, commodity trading advisor,  commodity pool
                  operator,  floor broker,  leverage transaction  merchant,  any
                  other person regulated by the United States Commodity  Futures
                  Trading  Commission  or an  associated  person  of  any of the
                  foregoing, or as an investment adviser, underwriter, broker or
                  dealer in securities,  or as an affiliated person, director or
                  employee of any  investment  company,  bank,  savings and loan
                  association or insurance company, or engaging in or continuing
                  any conduct or practice in connection with such activity;

                           (ii) engaging in any type of business practice; or

                           (iii) engaging in any activity in connection with the
                  purchase or sale of any security or commodity or in connection
                  with any violation of Federal,  state or other securities laws
                  or commodities laws;

                  4. any order,  judgment or decree, not subsequently  reversed,
         suspended or vacated, of any Federal, state or local authority barring,
         suspending  or  otherwise  limiting  for more than 60 days the right of
         10Charge Hungary or any such person to engage in any activity described
         in  the  preceding  sub-paragraph,  or to be  associated  with  persons
         engaged in any such activity;

                  5. a finding by a court of competent  jurisdiction  in a civil
         action or by the SEC to have violated any securities law, regulation or
         decree and the  judgment in such civil action or finding by the SEC has
         not been subsequently reversed, suspended or vacated; or

                  6. a finding by a court of competent  jurisdiction  in a civil
         action or by the Commodity Futures Trading  Commission to have violated
         any federal  commodities  law, and the judgment in such civil action or
         finding  by the  Commodity  Futures  Trading  Commission  has not  been
         subsequently reversed, suspended or vacated.

         (bb) 10Charge Hungary does not have any pension plan, profit sharing or
similar employee benefit plan.

         (cc) None of the  information  supplied  or to be  supplied by or about
10Charge  Hungary for inclusion or incorporation by reference in any information
supplied to holders of Common Stock  concerning  the  transactions  contemplated
herein  contains any untrue  statement of a material  fact or omits to state any
material  fact  required to be stated  therein or necessary in order to make the


                                       12
<PAGE>

statements therein, in light of the circumstances under which they are made, not
misleading.

8.       Further Assurances of Title.

         As and when requested by 10Charge US, 10Charge Hungary,  as applicable,
shall execute and deliver, or cause to be executed and delivered, all such deeds
and  instruments  and will take or cause to be taken all such further  action as
10Charge US may deem  necessary  or desirable in order to vest in and confirm to
10Charge US, as applicable,  title to and possession of the property acquired by
10Charge US by reason or as a result of the  transactions  contemplated  hereby,
and otherwise to carry out the intent and purposes hereof,  and the officers and
directors  of  10Charge  US are fully  authorized  in the name of 10Charge US or
otherwise to take any and all such action.

9.       Notices.

         Any notice which any of the parties hereto may desire to serve upon any
of the other parties hereto shall be in writing and shall be conclusively deemed
to have been received by the party at its address,  if mailed,  postage prepaid,
United  States mail,  registered,  return  receipt  requested,  to the following
addresses:

If to 10Charge US:                          2080 Pilisjaszfalu
                                            Erdoalja u 12
                                            Hungary
                                            Facsimile No.: +36 (1) 2253373
                                            Attention: Attila Reisz, President

with a copy to:                             Feldman Weinstein LLP
                                            420 Lexington Avenue
                                            Suite 2620
                                            New York, NY 10170
                                            Facsimile No.: (212) 997-4242
                                            Attention: David N. Feldman, Esq.

If to 10Charge Hungary:                     1173 Budapest
                                            508 Utca 23
                                            Hungary
                                            Facsimile No.: +36 (1) 392-2773
                                            Attention: Jozsef Marinka Toth,
                                            General Manager


with a copy to:                             Kardos, Peto, Torocsik
                                            Address: Szeged Beke utca 5, Hungary
                                            Attention: Zsolt Peto

If to a 10Charge Hungary Equity Holder:     to the address of such equity
                                            holder listed on Schedule A.


                                       13
<PAGE>

10.      Miscellaneous.

         This  Agreement  shall be binding  upon and inure to the benefit of the
heirs, personal  representatives and successors and assigns of the parties. This
Agreement  shall be construed  and enforced in  accordance  with the laws of the
State of Delaware. This Agreement may be signed in one or more counterparts, all
of which taken together  shall  constitute an entire  agreement.  This Agreement
sets forth the entire  agreement and  understanding  of the parties  hereto with
respect  to the  transactions  contemplated  hereby,  and  supersedes  all prior
agreements,  arrangements  and  understandings  related  to the  subject  matter
hereof.  No  understanding,   promise,   inducement,   statement  of  intention,
representation,  warranty,  covenant or condition,  written or oral,  express or
implied,  whether  by statute or  otherwise,  has been made by any party  hereto
which is not embodied in this Agreement or the written statements, certificates,
or  other  documents  delivered  pursuant  hereto  or  in  connection  with  the
transactions  contemplated  hereby,  and no  party  hereto  shall be bound by or
liable  for  any  alleged   understanding,   promise,   inducement,   statement,
representation,  warranty,  covenant or  condition  not so set forth.  Except as
otherwise specifically set forth herein, each party will bear its own attorneys,
brokers,  investment  bankers,  agents, and finders employed by, such party. The
parties will indemnify each other against any claims, costs, losses, expenses or
liabilities  arising  from any claim  for  commissions,  finder's  fees or other
compensation in connection with the transactions  contemplated  herein which may
be asserted by any person based on any agreement or  arrangement  for payment by
the other  party.  Should any action be  commenced  between  the parties to this
Agreement  concerning  the matters set forth in this  Agreement or the right and
duties of either in relation thereto,  the prevailing party in such action shall
be entitled, in addition to such other relief as may be granted, to a reasonable
sum as and  for its  attorney's  fees  and  costs.  All of the  representations,
covenants and warranties  contained in this Agreement  (including all statements
contained in any  certificate or other  instrument  delivered by or on behalf of
10Charge  US or  10Charge  Hungary  pursuant  hereto or in  connection  with the
transactions contemplated hereby), shall survive the Closing for a period of two
(2) years from the Closing  Date.  The  provisions  of this  Agreement  shall be
severable,  so  that  the  unenforceability,  validity  or  legality  of any one
provision  shall not affect the  enforceability,  validity  or  legality  of the
remaining provisions hereof. This Agreement shall be deemed to have been drafted
jointly by the parties hereto,  and no inference or  interpretation  against any
party  shall be made  solely by virtue of such party  allegedly  having been the
draftsperson of this Agreement.

         11. Confidential Information.  Each of 10Charge US and 10Charge Hungary
hereby  acknowledges  and agrees that all  information  disclosed  to each other
whether  written or oral,  relating  to the  other's  business  activities,  its
customer names,  addresses,  all operating  plans,  information  relating to its
existing  services,  new or envisioned  products or services and the development
thereof,  scientific,  engineering,  or  technical  information  relating to the
others business, marketing or product promotional material, including brochures,
product literature, plan sheets, and any and all reports generated to customers,
with  regard  to  customers,  unpublished  list of  names,  and all  information
relating to order  processing,  pricing,  cost and  quotations,  and any and all
information relating to relationships with customers, is considered confidential
information,  and is  proprietary  to, and is considered  the  invaluable  trade
secret of such party  (collectively  "Confidential  Information").  Confidential
information  provided  hereunder  shall not  include  information  which must be


                                       14
<PAGE>

permitted to be disclosed in order to ensure that the transactions  contemplated
hereby do not  constitute  a "tax  shelter" as defined by the  Internal  Revenue
Service. The parties (and each employee, representative, or other agent thereof)
may disclose to any and all persons,  without  limitation  of any kind,  the tax
treatment  and tax  structure of the  transaction  and all materials of any kind
(including  opinions  or other tax  analyses)  that are  provided to the parties
relating to such tax treatment and tax structure.

         The  parties  hereto  agree  that any  disclosure  of any  Confidential
Information by any party hereto, its employees,  or representatives  shall cause
immediate,  substantial,  and irreparable harm and loss to the other. Each party
understands that the other desires to keep such Confidential  Information in the
strictest  confidence,  and that such party's agreement to do so is a continuing
condition  of the receipt and  possession  of  Confidential  Information,  and a
material  provision of this  Agreement,  and a condition  that shall survive the
termination of this Agreement.  Consequently,  each party shall use Confidential
Information  for the sole  purpose of  performing  its  obligations  as provided
herein.

12.      Public  Announcement. The parties shall  make  no  public  announcement
concerning  this  Agreement,  their  discussions or any other letters,  memos or
other agreements  between the parties relating to this Agreement until such time
as they agree to the contents of a mutually  satisfactory  press release,  which
they intend to release on the date of execution of this Agreement. Either of the
parties,  but  only  after  reasonable  consultation  with the  other,  may make
disclosure if required under applicable law.

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


                                    10CHARGE, INC.


                                    By:
                                        ----------------------------------------
                                    Name: Attila Reisz
                                    Title: President and CEO


                                    10CHARGE KFT.


                                    By:
                                        ----------------------------------------
                                    Name: Jozsef Marinka Toth
                                    Title: Managing Director

                                    10 CHARGE KFT. EQUITY HOLDERS:


                                    --------------------------------------------
                                    Attila Reisz



                                       15
<PAGE>

                                    --------------------------------------------
                                    Jozsef Marinka Toth


                                    [SIGNATURE PAGE CONTINUED]


                                    --------------------------------------------
                                    Victor Rozsnyay


                                    --------------------------------------------
                                    Laszlo Gero


                                    --------------------------------------------
                                    Agnes Verebelyi


                                    --------------------------------------------
                                    Erno Duda


                                    --------------------------------------------
                                    Henri Edouard Russenberger


                                    --------------------------------------------
                                    Zoltan Fauszt


                                    --------------------------------------------
                                    Eva Majus


                                    --------------------------------------------
                                    Laszlo Kollar


                                       16