Exhibit 10.1

                     SICAV ONE SECURITIES PURCHASE AGREEMENT

         THIS STOCK PURCHASE AND  SUBSCRIPTION  AGREEMENT (this  "Agreement") is
made and entered into as of December 1, 2005, between Y-Tel  International Inc.,
Inc, a  corporation  organized  and  existing  under the laws of  Delaware  (the
"Company"), and Mercatus & Partners, LP (the "Purchaser").

         WHEREAS,  PURCHASER desires to subscribe for and purchase Shares of the
Company; and

         WHEREAS, Company desires for Purchaser to subscribe for and to purchase
Shares of the Company.

         NOW,  THEREFORE,  subject to the terms and conditions set forth in this
Agreement,  for good,  valuable  and  binding  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged,  the parties hereto,  intending to
be legally bound hereby, now agree as follows:

                                   ARTICLE I
                          INTRODUCTION AND DEFINITIONS

         This  Agreement  is entered  into by the parties for purchase of equity
shares of the Company by the Purchaser for placement  into a European bank SICAV
fund. This is not an immediate funding, and the Company recognizes the Purchaser
shall have up to thirty (30) days, as set forth in this  Agreement to tender the
Purchase  Price to the  company  through  the  intermediary  Custodial  Bank and
intermediary Purchaser,  once the valuation and repurchase of the shares is made
in accordance with the terms of this Agreement. The Company shall have the right
to contact the Custodial Bank  administrator for Purchaser account  verification
and for  confirmation of the share status,  location and control at each step of
the  process.  Purchaser  shall  have up to  thirty  (30)  days from the date of
delivery of the Shares to the  Custodial  Bank to pay the  Purchase  Price.  The
particular expected time line and transaction  sequence is set forth in Schedule
A to the agreement.

         Certain Definitions.  As used in this Agreement, and unless the context
         --------------------
requires a different meaning, the following terms have the meanings indicated:

         "Affiliate"  means,  with  respect  to any  Person,  any  Person  that,
directly or  indirectly,  controls,  is controlled by or is under common control
with such Person.  For the purposes of this  definition,  "control"  (including,
with correlative  meanings,  the terms "controlled by" and "under common control
with") shall mean the possession, directly or indirectly, of the power to direct
or cause the direction of the  management  and policies of such Person,  whether
through the ownership of voting securities or by contract or otherwise.

         "Agreement"  shall  have the  meaning  set  forth  in the  introductory
paragraph of this Agreement.




                                     10.1-1

<PAGE>

         "Attorney-in-fact"  means the agent of the bank account  holder,  Banca
MB, Dwight Parscale,  Esquire. The attorney-in-fact,  Dwight Parscale,  has full
oversight  authority of the  Purchaser  and the  receiving  bank to verify share
deposit, valuation process and share transaction status.

         "Business  Day" means any day except  Saturday,  Sunday,  any day which
shall be a legal holiday or a day on which banking  institutions in the State of
New York are authorized or required by law or other government actions to close.

         "Change of Control" means the acquisition,  directly or indirectly,  by
any Person of ownership  of, or the power to direct the exercise of voting power
with respect to, a majority of the issued and  outstanding  voting shares of the
Company.

         "Closing" shall have the meaning set forth in this document.

         "Closing  Date"  shall be the date this  Agreement  is executed by both
parties.

         "Common Stock" shall have the meaning in the recital.

         "Company"  shall  have  the  meaning  set  forth  in  the  introductory
paragraph.

         "Custodial Bank" means the bank that will receive and retain the Shares
of the  Company on behalf of the  parties,  until  payment is  received  and the
purchase is complete in accordance  with Schedule A. In this case, the Custodial
Bank is Brown  Brothers  Herriman,  (BBH),  New York City, New York. The account
holder is Banca MB as the intermediary fund receiving bank.

         "Default"  means any event or condition  which  constitutes an Event of
Default  or which  with the  giving of  notice  or lapse of time or both  would,
unless cured or waived, become an Event of Default.

         "Disclosure  Documents"  means the  Company's  reports  filed under the
Exchange Act with the SEC.

         "Event of Default" shall have the meaning set forth in the document.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Execution Date" means the date of this Agreement first written above.

         "Indemnified Party" shall have the meaning set forth in the document.

         "Indemnifying Party" shall have the meaning set forth in the document.

         "NASD" means the National Association of Securities Dealers, Inc.

         "Nasdaq" shall mean the Nasdaq Stock Market, Inc.(R)

         "OTCBB" shall mean the NASD over-the counter Bulletin Board(R).

         "Per Share Market  Value" of the Common  Stock means on any  particular
date (a) the last sale  price of  shares of Common  Stock on such date or, if no

                                     10.1-2

<PAGE>

such sale takes place on such date, the last sale price on the most recent prior
date, in each case as officially  reported on the principal national  securities
exchange on which the Common Stock is then listed or admitted to trading.

         "Person"  means an individual  or a  corporation,  partnership,  trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company, joint stock company,  government (or an agency or political subdivision
thereof) or other entity of any kind.

         "Proceeding" means an action, claim, suit,  investigation or proceeding
(including,  without limitation, an investigation or partial proceeding, such as
a deposition), whether commenced or threatened.

         "Placement Agent" shall have the meaning set forth in Section 3.1(k).

         "Purchase Price" shall have the meaning set forth in this document.

         "Purchaser"  shall  have the  meaning  set  forth  in the  introductory
paragraph.

         "Reporting  Issuer"  means a company  that is subject to the  reporting
requirements of Section 13 or 15(d) of the Exchange Act.

         "Required  Approvals"  shall  have the  meaning  set  forth in  Section
3.1(f).

         "Securities"  means the Common  Stock and stock of any other class into
which such shares may hereafter have been reclassified or changed.

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Shares" shall have the meaning set forth herein.

         "Subsidiaries" shall have the meaning set forth herein.

         "Trading  Day" means (a) a day on which the  Common  Stock is quoted on
Nasdaq,  the OTCBB or the principal stock exchange on which the Common Stock has
been listed,  or (b) if the Common  Stock is not quoted on Nasdaq,  the OTCBB or
any stock exchange.

         "Transaction  Documents"  means this  Agreement  and all  exhibits  and
schedules  hereto and all other  documents,  instruments  and writings  required
pursuant to this Agreement.

         "U.S." means the United States of America.

                                   ARTICLE II

         The Purchaser hereby irrevocably  subscribes for and agrees to purchase
and accept the Shares of the Common Stock of the Company.  The purchase price to
be paid by the Purchaser shall be $0.459 per share for 1,350,000 Shares.



                                     10.1-3

<PAGE>

         This  agreement is binding  under the  conditions  and timing set forth
herein.

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

3.1  Representations,  Warranties  and  Agreements  of the Company.  The Company
hereby makes the following  representations and warranties to the Purchaser, all
of which shall survive the Closing:

   (i)    Organization  and  Qualification.  The Company is a corporation,  duly
          --------------------------------
          incorporated,  validly existing and in good standing under the laws of
          the  State  of  Delaware,  with  the  requisite  corporate  power  and
          authority to own and use its properties and assets and to carry on its
          business as currently conducted. The Company has no subsidiaries other
          than as set forth on Schedule 3.1(a)  attached  hereto  (collectively,
          the "Subsidiaries").  Each of the Subsidiaries is a corporation,  duly
               ------------
          incorporated,  validly existing and in good standing under the laws of
          the jurisdiction of its  incorporation,  with the full corporate power
          and authority to own and use its properties and assets and to carry on
          its  business  as  currently  conducted.  Each of the  Company and the
          Subsidiaries  is duly qualified to do business and is in good standing
          as a foreign  corporation in each  jurisdiction in which the nature of
          the   business   conducted   or  property   owned  by  it  makes  such
          qualification  necessary,  except where the failure to be so qualified
          or in good standing, as the case may be, would not, individually or in
          the  aggregate,  have a  material  adverse  effect on the  results  of
          operations,  assets,  prospects, or financial condition of the Company
          and the Subsidiaries, taken as a whole (a "Material Adverse Effect").
                                                     -----------------------

   (ii)   Authorization,  Enforcement.  The Company has the requisite  corporate
          ---------------------------
          power and authority to enter into and to consummate  the  transactions
          contemplated  hereby and by each  other  Transaction  Document  and to
          otherwise to carry out its obligations  hereunder and thereunder.  The
          execution  and  delivery  of this  Agreement  and  each  of the  other
          Transaction Documents by the Company and the consummation by it of the
          transactions  contemplated hereby and thereby has been duly authorized
          by all  necessary  action  on the  part of the  Company.  Each of this
          Agreement and each of the other Transaction Documents has been or will
          be duly executed by the Company and when delivered in accordance  with
          the terms  hereof or thereof  will  constitute  the valid and  binding
          obligation  of  the  Company   enforceable   against  the  Company  in
          accordance  with  its  terms,  except  as such  enforceability  may be
          limited  by   applicable   bankruptcy,   insolvency,   reorganization,
          moratorium,  liquidation  or similar  laws  relating  to, or affecting
          generally the  enforcement  of,  creditors'  rights and remedies or by
          other equitable principles of general application.

   (iii)  Capitalization.  The authorized,  issued and outstanding capital stock
          --------------


                                     10.1-4

<PAGE>

          of the  Company is set forth on Schedule  3.1(c).  No shares of Common
          Stock are entitled to preemptive or similar rights,  nor is any holder
          of the Common Stock  entitled to preemptive or similar  rights arising
          out of any  agreement or  understanding  with the Company by virtue of
          this Agreement.  Except as disclosed in Schedule 3.1(c),  there are no
          outstanding  options,   warrants,  script,  rights  to  subscribe  to,
          registration  rights, calls or commitments of any character whatsoever
          relating to  securities,  rights or  obligations  convertible  into or
          exchangeable  for, or giving any person any right to subscribe  for or
          acquire,  any  shares  of Common  Stock,  or  contracts,  commitments,
          understandings, or arrangements by which the Company or any Subsidiary
          is or may become bound to issue additional  shares of Common Stock, or
          securities or rights convertible or exchangeable into shares of Common
          Stock.  Neither the Company nor any  Subsidiary is in violation of any
          of the provisions of its Certificate of Incorporation, bylaws or other
          charter documents.

   (iv)   Issuance  of  Securities.  The  Shares  have  been  duly  and  validly
          ------------------------
          authorized  for issuance,  offer and sale  pursuant to this  Agreement
          and, when issued and delivered as provided  hereunder  against payment
          in  accordance  with the  terms  hereof,  shall be valid  and  binding
          obligations  of the  Company  enforceable  in  accordance  with  their
          respective terms.

   (v)    No  Conflicts.  The  execution,   delivery  and  performance  of  this
          -------------
          Agreement and the other  Transaction  Documents by the Company and the
          consummation by the Company of the  transactions  contemplated  hereby
          and  thereby  do not and will not (i)  conflict  with or  violate  any
          provision  of its  Certificate  of  Incorporation  or bylaws  (each as
          amended  through the date hereof) or (ii) be subject to obtaining  any
          consents except those referred to in Section 3.1(f), conflict with, or
          constitute  a default  (or an event which with notice or lapse of time
          or both would become a default) under, or give to others any rights of
          termination,   amendment,   acceleration  or   cancellation   of,  any
          agreement, indenture or instrument to which the Company is a party, or
          (iii)  result in a  violation  of any law,  rule,  regulation,  order,
          judgment,  injunction,  decree  or other  restriction  of any court or
          governmental  authority  to which the Company or its  Subsidiaries  is
          subject  (including,  but not limited to, those of other countries and
          the federal and state  securities laws and  regulations),  or by which
          any property or asset of the Company or its  Subsidiaries  is bound or
          affected, except in the case of clause (ii), such conflicts, defaults,
          terminations, amendments, accelerations,  cancellations and violations
          as  would  not,  individually  or in the  aggregate,  have a  Material
          Adverse  Effect.  The business of the Company and its  Subsidiaries is
          not being  conducted in violation of any law,  ordinance or regulation
          of any governmental authority.

   (vi)   Consents and Approvals.  Except as specifically  set forth in Schedule
          ----------------------
          3.1(f),  neither the Company nor any  Subsidiary is required to obtain
          any consent, waiver,  authorization or order of, or make any filing or


                                     10.1-5

<PAGE>

          registration  with, any court or other federal,  state, local or other
          governmental   authority  or  other  Person  in  connection  with  the
          execution,  delivery and  performance by the Company of this Agreement
          and  each  of the  other  Transaction  Documents  (together  with  the
          consents,  waivers,   authorizations,   orders,  notices  and  filings
          referred to in Schedule 3.1(f), the "Required Approvals").

   (vii)  Litigation;  Proceedings. Except as specifically disclosed in Schedule
          ------------------------
          3.1(g), there is no action,  suit, notice of violation,  proceeding or
          investigation  pending  or,  to the  best  knowledge  of the  Company,
          threatened against or affecting the Company or any of its Subsidiaries
          or  any  of  their  respective  properties  before  or by  any  court,
          governmental  or   administrative   agency  or  regulatory   authority
          (federal,  state,  county,  local or foreign)  which (i) relates to or
          challenges  the  legality,  validity or  enforceability  of any of the
          Transaction  Documents,  the  Shares or the  Underlying  Shares,  (ii)
          could,  individually  or in the  aggregate,  have a  Material  Adverse
          Effect or (iii) could,  individually  or in the aggregate,  materially
          impair the ability of the Company to perform  fully on a timely  basis
          its obligations under the Transaction Documents.

   (viii) No  Default  or  Violation.  Except  as set forth in  Schedule  3.1(h)
          --------------------------
          hereto, neither the Company nor any Subsidiary (i) is in default under
          or in  violation  of any  indenture,  loan or credit  agreement or any
          other agreement or instrument to which it is a party or by which it or
          any of its  properties is bound,  except such conflicts or defaults as
          do not have a Material  Adverse  Effect,  (ii) is in  violation of any
          order of any court,  arbitrator or governmental  body, except for such
          violations as do not have a Material  Adverse  Effect,  or (iii) is in
          violation  of any  statute,  rule or  regulation  of any  governmental
          authority  which  could   (individually  or  in  the  aggregate)  (iv)
          adversely  affect the  legality,  validity or  enforceability  of this
          Agreement,  (v have a Material Adverse Effect or (vi) adversely impair
          the Company's ability or obligation to perform fully on a timely basis
          its obligations under this Agreement.

   (ix)   Disclosure  Documents.  The  Disclosure  Documents are accurate in all
          ---------------------
          material  respects and do not contain any untrue statement of material
          fact or omit to state any material fact necessary in order to make the
          statements  made therein,  in light of the  circumstances  under which
          they were made, not misleading.

   (x)    Non-Registered Offering.  Neither the Company nor any Person acting on
          -----------------------
          its  behalf  has taken or will  take any  action  (including,  without
          limitation,  any  offering  of any  securities  of the  Company  under
          circumstances  which would  require the  integration  of such offering
          with the offering of the Securities  under the  Securities  Act) which
          might subject the offering,  issuance or sale of the Securities to the
          registration requirements of Section 5 of the Securities Act.



                                     10.1-6

<PAGE>

   (xi)   Placement  Agent.  The Company accepts and agrees that Artemis Capital
          ----------------
          ("Artemis") is acting for the Purchaser and does not regard any person
          other  than  the  Purchaser  as  its  customer  in  relation  to  this
          Agreement, and that it has not made any recommendation to the Company,
          in relation to this  Agreement  and is not  advising  the Company with
          regard to the suitability or merits of the transaction.  The Placement
          Agent shall be the Company contact for all information relating to the
          status of funding,  location of Shares,  settlement  of the payment of
          the Purchase Price and any other information  requests of the Company.
          Notwithstanding the above, in the event the Purchase Price is not paid
          as required herein,  Company may directly contact the Attorney-in-Fact
          to provide Company notice of demand for the return of the Shares.

The Purchaser  acknowledges and agrees that the Company makes no  representation
or warranty  with  respect to the  transactions  contemplated  hereby other than
those specifically set forth in Section 3.1 hereof.

3.2       Representations and Warranties of the Purchaser.  The Purchaser hereby
          -----------------------------------------------
          represents and warrants to the Company as follows:

   (i)    Organization;   Authority.  The  Purchaser  is  a  corporation,   duly
          -------------------------
          organized, validly existing and in good standing under the laws of the
          jurisdiction  of its formation with the requisite  power and authority
          to enter into and to consummate the transactions  contemplated  hereby
          and by the other Transaction  Documents and otherwise to carry out its
          obligations hereunder and thereunder. The acquisition of the Shares to
          be purchased by the Purchaser  hereunder  has been duly  authorized by
          all necessary action on the part of the Purchaser.  This Agreement has
          been duly executed and delivered by the Purchaser and  constitutes the
          valid and legally  binding  obligation of the  Purchaser,  enforceable
          against it in accordance with its terms, except as such enforceability
          may be limited by applicable bankruptcy,  insolvency,  reorganization,
          moratorium  or similar laws  relating to, or affecting  generally  the
          enforcement  of,  creditors  rights and  remedies or by other  general
          principles of equity.

   (ii)   Investment  Intent.  The  Purchaser  is  acquiring  the  Shares  to be
          ------------------
          purchased by it hereunder, for its own account for investment purposes
          only  and not with a view to or for  distributing  or  reselling  such
          Shares,  or any part thereof or interest therein,  without  prejudice,
          however, to such Purchaser's right,  subject to the provisions of this
          Agreement,  at all times to sell or  otherwise  dispose  of all or any
          part of such Shares in compliance  with  applicable  federal and state
          securities laws.

   (iii)  Experience of Purchaser. The Purchaser,  either alone or together with
          -----------------------
          its representatives, has such knowledge, sophistication and experience
          in business and  financial  matters so as to be capable of  evaluating
          the merits and risks of an  investment in the Shares to be acquired by


                                     10.1-7

<PAGE>

          it  hereunder,  and has so  evaluated  the  merits  and  risks of such
          investment.

   (iv)   Ability of Purchaser to Bear Risk of Investment. The Purchaser is able
          -----------------------------------------------
          to bear the economic  risk of an  investment  in the  Securities to be
          acquired by it hereunder and, at the present time, is able to afford a
          complete loss of such investment.

   (v)    Access to  Information.  The Purchaser  acknowledges  that it has been
          ----------------------
          afforded (i) the  opportunity  to ask such  questions as it has deemed
          necessary  of, and to receive  answers  from,  representatives  of the
          Company  concerning the terms and conditions of the Securities offered
          hereunder  and the merits and risks of investing  in such  securities;
          (ii)  access  to  information  about  the  Company  and the  Company's
          financial  condition,  results of  operations,  business,  properties,
          management  and  prospects  sufficient  to enable it to  evaluate  its
          investment in the Securities; and (iii) the opportunity to obtain such
          additional  information  which the  Company  possesses  or can acquire
          without  unreasonable  effort or expense  that is necessary to make an
          informed  investment  decision with respect to the  investment  and to
          verify the accuracy and  completeness of the  information  that it has
          received about the Company.

   (vi)   Reliance.  The Purchaser  understands  and  acknowledges  that (i) the
          --------
          Shares being  offered and sold to it hereunder  are being  offered and
          sold  without  registration  under  the  Securities  Act in a  private
          placement  that is  exempt  from the  registration  provisions  of the
          Securities  Act under Section 4(2) of the  Securities Act and (ii) the
          availability  of such  exemption  depends  in part  on,  and  that the
          Company will rely upon the accuracy and truthfulness of, the foregoing
          representations and such Purchaser hereby consents to such reliance.

   (vii)  Regulation S.  Purchaser  understands  and  acknowledges  that (A) the
          ------------
          Shares have not been  registered  under the Securities  Act, are being
          sold in  reliance  upon an  exemption  from  registration  afforded by
          Regulation S; and that such Shares have not been  registered  with any
          state  securities  commission  or  authority;   (B)  pursuant  to  the
          requirements of Regulation S, the Shares may not be transferred,  sold
          or otherwise  exchanged  unless in compliance  with the  provisions of
          Regulation S and/or pursuant to registration under the Securities Act,
          or pursuant to an available exemption hereunder;  and (C) Purchaser is
          under no obligation to register the Shares under the Securities Act or
          any state  securities law, or to take any action to make any exemption
          from any such registration provisions available.

         Purchaser is not a U.S.  person and is not acquiring the Shares for the
account of any U.S. person; (B) no director or executive officer of Purchaser is
a national or citizen of the United States;  and (C) it is not otherwise  deemed
to be a "U.S. Person" within the meaning of Regulation S.



                                     10.1-8

<PAGE>

         Purchaser was not formed  specifically for the purpose of acquiring the
Shares purchased pursuant to this Agreement.

         Purchaser is purchasing the Shares for its own account and risk and not
for the account or benefit of a U.S.  Person as defined in  Regulation  S and no
other  person has any interest in or  participation  in the Shares or any right,
option,  security  interest,  pledge  or  other  interest  in or to the  Shares.
Purchaser  understands,  acknowledges  and agrees that it must bear the economic
risk of its  investment in the Shares for an indefinite  period of time and that
prior to any such offer or sale,  the Company  may  require,  as a condition  to
effecting a transfer of the Ordinary Shares,  an opinion of counsel,  acceptable
to you, as to the  registration or exemption  therefrom under the Securities Act
and any state securities acts, if applicable.

         Purchaser will, after the expiration of the Restricted  Period,  as set
forth  under  Regulation  S  Rule  903(b)(3)(iii)(A),  offer,  sell,  pledge  or
otherwise  transfer the Shares only in accordance with Regulation S, or pursuant
to an  available  exemption  under  the  Securities  Act and,  in any  case,  in
accordance with applicable state securities laws. The transactions  contemplated
by this Agreement have neither been  pre-arranged with a purchaser who is in the
U.S. or who is a U.S. Person, nor are they part of a plan or scheme to evade the
registration provisions of the United States federal securities laws.

         The offer leading to the sale evidenced hereby was made in an "offshore
transaction."  For  purposes of  Regulation  S,  Purchaser  understands  that an
"offshore  transaction"  as defined under  Regulation S is any offer or sale not
made to a person in the  United  States and either (A) at the time the buy order
is originated,  the purchaser is outside the United States, or the seller or any
person  acting on his behalf  reasonably  believes that the purchaser is outside
the United  States;  or (B) for  purposes of (1) Rule 903 of  Regulation  S, the
transaction  is  executed  in, or on or through a physical  trading  floor of an
established  foreign  exchange that is located  outside the United States or (2)
Rule 904 of  Regulation  S, the  transaction  is executed  in, on or through the
facilities of a designated  offshore  securities  market, and neither the seller
nor any  person  acting  on its  behalf  knows  that  the  transaction  has been
prearranged with a buyer in the U.S.

         Neither we nor any  affiliate or any person  acting on our behalf,  has
made or is aware of any "directed  selling efforts" in the United States,  which
is defined in Regulation S to be any activity  undertaken for the purpose of, or
that could reasonably be expected to have the effect of, conditioning the market
in the United States for any of the Shares being purchased hereby.

         Purchaser  understands  that you are the seller of the Shares which are
the  subject  of this  Agreement,  and that,  for  purpose  of  Regulation  S, a
"distributor"  is any  underwriter,  dealer or other  person  who  participates,
pursuant to a contractual arrangement, in the distribution of securities offered
or sold in reliance on  Regulation  S and that an  "affiliate"  is any  partner,
officer,  director or any person directly or indirectly controlling,  controlled
by or under common control with any person in question. Purchaser agrees that we
will not, during the Restricted Period set forth under Rule 903(b)(iii)(A),  act
as a distributor,  either  directly or though any affiliate,  nor shall it sell,
transfer,  hypothecate  or otherwise  convey the Shares other than to a non-U.S.
Person.


                                     10.1-9

<PAGE>

         Purchaser   acknowledges   that  the  Shares  will  bear  a  legend  in
substantially the following form:

THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN
"OFFSHORE  TRANSACTION"  IN RELIANCE  UPON  REGULATION S AS  PROMULGATED  BY THE
SECURITIES AND EXCHANGE COMMISSION.  ACCORDINGLY,  THE SECURITIES REPRESENTED BY
THIS  CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES  ACT") AND MAY NOT BE  TRANSFERRED  OTHER  THAN IN  ACCORDANCE  WITH
REGULATION S, PURSUANT TO REGISTRATION  UNDER THE SECURITIES ACT, OR PURSUANT TO
AN  AVAILABLE   EXEMPTION  FROM  REGISTRATION  UNDER  THE  SECURITIES  ACT,  THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

The Company  acknowledges and agrees that the Purchaser makes no representations
or warranties with respect to the  transactions  contemplated  hereby other than
those specifically set forth in this Section 3.2.


                                   ARTICLE IV
                         OTHER AGREEMENTS OF THE PARTIES

         4.1 Manner of Offering.  The  Securities  are being issued  pursuant to
section 4(2) of the Securities  Act, and Rule 506 of Regulation D and Regulation
S  thereunder.  The  Shares are being  issued  pursuant  to section  4(2) of the
Securities Act and Rule 506 of Regulation D thereunder.

         4.2 Notice of Certain Events. The Company shall, on a continuing basis,
(i)  advise the  Purchaser  promptly  after  obtaining  knowledge  of,  and,  if
requested by the Purchaser,  confirm such advice in writing, of (A) the issuance
by  any  state   securities   commission  of  any  stop  order   suspending  the
qualification  or exemption from  qualification  of the Shares,  for offering or
sale in any  jurisdiction,  or the initiation of any proceeding for such purpose
by any state  securities  commission or other regulatory  authority,  or (B) any
event that makes any statement of a material fact made by the Company in Section
3.1 or in the  Disclosure  Documents  untrue or that  requires the making of any
additions to or changes in Section 3.1 or in the  Disclosure  Documents in order
to make the statements  therein,  in the light of the circumstances  under which
they are made, not misleading, (ii) use its best efforts to prevent the issuance
of any stop  order or order  suspending  the  qualification  or  exemption  from
qualification of the Securities under any state securities or Blue Sky laws, and
(iii)  if at any time  any  state  securities  commission  or  other  regulatory
authority shall issue an order  suspending the  qualification  or exemption from
qualification of the Securities under any such laws, and use its best efforts to
obtain the withdrawal or lifting of such order at the earliest possible time.

         4.3 Blue Sky Laws.  The Company shall  cooperate  with the Purchaser in
connection  with the exemption from  registration  of the  Securities  under the
securities or Blue Sky laws of such jurisdictions as the Purchasers may request;
provided,  however,  that  neither  the Company  nor its  Subsidiaries  shall be
required in connection  therewith to qualify as a foreign corporation where they
are not now so qualified.  The Company agrees that it will execute all necessary
documents  and pay all  necessary  state  filing  or notice  fees to enable  the
Company to sell the Securities to the Purchasers.




                                    10.1-10

<PAGE>

         4.4  Integration.  The Company shall not and shall use its best efforts
to ensure that no Affiliate shall sell,  offer for sale or solicit offers to buy
or  otherwise  negotiate  in respect of any security (as defined in Section 2 of
the  Securities  Act)  that  would be  integrated  with the offer or sale of the
Securities in a manner that would require the registration  under the Securities
Act of the sale of the Securities to the Purchaser.

         4.5 Furnishing of Rule 144(c) Materials. The Company shall, for so long
as any of the Securities  remain  outstanding and during any period in which the
Company  is not  subject  to  Section  13 or 15(d)  of the  Exchange  Act,  make
available to any registered holder of the Securities  ("Holder" or "Holders") in
connection  with  any  sale  thereof  and  any  prospective  purchaser  of  such
Securities  from such Person,  such  information in accordance  with Rule 144(c)
promulgated under the Securities Act as is required to sell the Securities under
Rule 144 promulgated under the Securities Act.

         4.6  Solicitation  Materials.  The Company shall not (i) distribute any
offering  materials in connection with the offering and sale of the Shares other
than  the  Disclosure  Documents  and any  amendments  and  supplements  thereto
prepared in  compliance  herewith  or (ii)  solicit any offer to buy or sell the
Shares  or, if  applicable,  Underlying  Shares by means of any form of  general
solicitation or advertising.

         4.7 Listing of Common  Stock.  If the Common  Stock is or shall  become
listed on the OTCBB or on another  exchange,  the Company shall (a) use its best
efforts to maintain  the listing of its Common  Stock on the OTCBB or such other
exchange on which the Common  Stock is then listed until two years from the date
hereof, and (b) shall provide to the Purchaser evidence of such listing.

         4.8      Indemnification.
                  ---------------

                         (a)        Indemnification

                                    A.  The   Company   shall,   notwithstanding
                  termination  of this  Agreement  and without  limitation as to
                  time,  indemnify  and  hold  harmless  the  Purchaser  and its
                  officers,  directors,  agents, employees and affiliates,  each
                  Person who  controls or the  Purchaser  (within the meaning of
                  Section 15 of the Securities Act or Section 20 of the Exchange
                  Act) (each such Person, a "Control  Person") and the officers,
                                             ---------------
                  directors,  agents,  employees  and  affiliates  of each  such
                  Control Person,  to the fullest extent permitted by applicable
                  law,  from and against any and all  losses,  claims,  damages,
                  liabilities,  costs (including,  without limitation,  costs of
                  preparation and attorneys'  fees) and expenses  (collectively,
                  "Losses"),  as  incurred,  arising out of, or  relating  to, a
                   ------
                  breach or breaches of any representation,  warranty,  covenant
                  or agreement by the Company under this  Agreement or any other
                  Transaction Document.




                                    10.1-11

<PAGE>

                                    B.  The  Purchaser  shall,   notwithstanding
                  termination  of this  Agreement  and without  limitation as to
                  time,  indemnify and hold harmless the Company,  its officers,
                  directors,  agents and employees,  each Control Person and the
                  officers,  directors,  agents and  employees  of each  Control
                  Person,  to the fullest extent  permitted by application  law,
                  from and against any and all Losses, as incurred,  arising out
                  of,   or   relating   to,  a  breach   or   breaches   of  any
                  representation,   warranty,   covenant  or  agreement  by  the
                  Purchaser  under  this  Agreement  or  the  other  Transaction
                  Documents.

                         (b)  Conduct  of  Indemnification  Proceedings.  If any
                         Proceeding  shall be brought or  asserted  against  any
                         Person entitled to indemnity hereunder (an "Indemnified
                         Party"),  such Indemnified  Party promptly shall notify
                         the  Person   from  whom   indemnity   is  sought  (the
                         "Indemnifying  Party") in writing, and the Indemnifying
                         Party shall assume the defense  thereof,  including the
                         employment of counsel  reasonably  satisfactory  to the
                         Indemnified  Party  and the  payment  of all  fees  and
                         expenses  incurred in connection with defense  thereof;
                         provided,  that the failure of any Indemnified Party to
                         give such notice  shall not  relieve  the  Indemnifying
                         Party of its  obligations  or  liabilities  pursuant to
                         this Agreement, except (and only) to the extent that it
                         shall be  finally  determined  by a court of  competent
                         jurisdiction  (which  determination  is not  subject to
                         appeal or further  review) that such failure shall have
                         proximately  and  materially  adversely  prejudiced the
                         Indemnifying Party.

                           An  Indemnified  Party shall have the right to employ
separate  counsel  in any such  Proceeding  and to  participate  in the  defense
thereof,  but the fees and expenses of such  counsel  shall be at the expense of
such Indemnified Party or Parties unless:  (1) the Indemnifying Party has agreed
to pay such fees and expenses;  or (2) the Indemnifying  Party shall have failed
promptly  to  assume  the  defense  of such  Proceeding  and to  employ  counsel
reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3)
the named  parties to any such  Proceeding  (including  any  impleaded  parties)
include  both  such  Indemnified  Party  and the  Indemnifying  Party,  and such
Indemnified Party shall have been advised by counsel that a conflict of interest
is likely to exist if the same counsel were to represent such Indemnified  Party
and the Indemnifying  Party (in which case, if such  Indemnified  Party notifies
the  Indemnifying  Party in writing that it elects to employ separate counsel at
the expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense of the claim against the Indemnified  Party but will
retain the right to control the overall Proceedings out of which the claim arose
and such counsel  employed by the  Indemnified  Party shall be at the expense of
the  Indemnifying  Party).  The  Indemnifying  Party shall not be liable for any
settlement of any such Proceeding  effected without its written  consent,  which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party,  unless


                                    10.1-12

<PAGE>

such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.

                           All fees and  expenses  of the  Indemnified  Party to
which the Indemnified Party is entitled hereunder (including reasonable fees and
expenses to the extent incurred in connection with investigating or preparing to
defend such Proceeding in a manner not inconsistent  with this Section) shall be
paid to the  Indemnified  Party,  as incurred,  within ten (10) Business Days of
written notice thereof to the Indemnifying Party.

                           No right of indemnification  under this Section shall
be available as to a particular  Indemnified  Party if there is a non-appealable
final judicial determination that such Losses arise solely out of the negligence
or bad faith of such  Indemnified  Party in performing  the  obligations of such
Indemnified  Party under this Agreement or a breach by such Indemnified Party of
its obligations under this Agreement.

                         (c) Contribution.  If a claim for indemnification under
                         this Section is unavailable to an Indemnified  Party or
                         is insufficient to hold such Indemnified Party harmless
                         for any Losses in respect of which this  Section  would
                         apply by its terms (other than by reason of  exceptions
                         provided  in  this  Section),  then  each  Indemnifying
                         Party, in lieu of indemnifying such Indemnified  Party,
                         shall  contribute to the amount paid or payable by such
                         Indemnified  Party as a result  of such  Losses in such
                         proportion  as is  appropriate  to reflect the relative
                         benefits received by the Indemnifying  Party on the one
                         hand and the  Indemnified  Party on the  other  and the
                         relative   fault   of  the   Indemnifying   Party   and
                         Indemnified  Party in  connection  with the  actions or
                         omissions  that  resulted in such Losses as well as any
                         other relevant equitable  considerations.  The relative
                         fault of such Indemnifying  Party and Indemnified Party
                         shall  be  determined  by  reference  to,  among  other
                         things, whether there was a judicial determination that
                         such Losses arise in part out of the  negligence or bad
                         faith  of  the  Indemnified  Party  in  performing  the
                         obligations  of  such  Indemnified   Party  under  this
                         Agreement  or the  Indemnified  Party's  breach  of its
                         obligations  under this  Agreement.  The amount paid or
                         payable by a party as a result of any  Losses  shall be
                         deemed  to  include  any  attorneys'  or other  fees or
                         expenses  incurred by such party in connection with any
                         Proceeding  to the extent  such  party  would have been
                         indemnified   for  such   fees  or   expenses   if  the
                         indemnification   provided  for  in  this  Section  was
                         available to such party.

                         (d)  Non-Exclusivity.  The indemnity  and  contribution
                         agreements contained in this Section are in addition to
                         any  obligation  or  liability  that  the  Indemnifying
                         Parties may have to the Indemnified Parties.


                                   ARTICLE V
                                  MISCELLANEOUS

         5.1 Fees and  Expenses.  Except  as set forth in this  Agreement,  each
party shall pay the fees and expenses of its advisers, counsel,  accountants and
other experts, if any, and all other expenses incurred by such party incident to
the  negotiation,  preparation,  execution,  delivery  and  performance  of this
Agreement.  The Company shall pay all stamp and other taxes and duties levied in
connection  with the issuance of the Shares (and,  upon  conversion  or exercise
thereof,  the Underlying  Shares) pursuant  hereto.  The Purchaser shall pay the
Placement Agent. The Purchaser shall be responsible for any taxes payable by the
Purchaser  that  may  arise  as a  result  of the  investment  hereunder  or the
transactions  contemplated by this Agreement or any other Transaction  Document.
The Company shall pay all costs, expenses, fees and all taxes incident to and in
connection  with:  (A) the  issuance  and  delivery of the  Securities,  (B) the
exemption  from  registration  of the  Securities  for  offer  and  sale  to the
Purchaser under the securities or Blue Sky laws of the applicable jurisdictions,
and (C) the preparation of certificates for the Securities  (including,  without
limitation,  printing and engraving  thereof),  and (D) all fees and expenses of
counsel and accountants of the Company.

         5.2 Entire Agreement. This Agreement, together with all of the Exhibits
and Schedules annexed hereto,  and any other  Transaction  Document contains the
entire  understanding  of the parties with respect to the subject  matter hereof
and supersede all prior  agreements and  understandings,  oral or written,  with
respect to such matters. This Agreement shall be deemed to have been drafted and
negotiated  by both parties  hereto and no  presumptions  as to  interpretation,
construction or enforceability  shall be made by or against either party in such
regard.

         5.3 Notices. Any notice or other communication required or permitted to
be given  hereunder  shall be in  writing  and shall be deemed to have been duly
given  upon  facsimile  transmission  (with  written  transmission  confirmation
report) at the number  designated  below (if  delivered on a Business Day during
normal  business  hours  where  such  notice  is to be  received),  or the first
Business Day following such delivery (if delivered  other than on a Business Day
during  normal  business  hours where such notice is to be  received)  whichever
shall first occur. The addresses for such communications shall be:

                  If to the Company:                Y-Tel International, Inc.
                                                    OTCBB: YTLI
                                                    806 O'Neal Lane
                                                    Baton Rouge, LA 70816
                                                    Phone: 225-273-1100

                  With copies to:

                  If to the Purchaser:              Mercatus & Partners, Limited
                                                    4100 NINE MCFARLANE DRIVE
                                                    ALPHARETTA, GEORGIA 30004
                                                    Attn: Cary Masi, Director
                                                    Phone: (678) 240-9070
                                                    Fax: (678) 240-9069

                  With copies to:

         5.4 Amendments;  Waivers.  No provision of this Agreement may be waived
or amended except in a written  instrument  signed, in the case of an amendment,
by both the Company and the Purchaser, or, in the case of a waiver, by the party
against whom enforcement of any such waiver is sought.  No waiver of any default
with respect to any provision,  condition or requirement of this Agreement shall
be  deemed  to be a  continuing  waiver  in the  future or a waiver of any other
provision,  condition or requirement  hereof, nor shall any delay or omission of
either party to exercise any right  hereunder in any manner  impair the exercise
of any such right accruing to it thereafter.

         5.5  Headings.  The headings  herein are for  convenience  only, do not
constitute part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof.

         5.6  Successors and Assigns.  This Agreement  shall be binding upon and
inure  to the  benefit  of the  parties  and  their  respective  successors  and
permitted  assigns.  The  assignment by a party of this  Agreement or any rights
hereunder shall not affect the obligations of such party under this Agreement.

         5.7 No Third Party  Beneficiaries.  This  Agreement is intended for the
benefit of the parties  hereto and their  respective  permitted  successors  and
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other person.

         5.8  Governing  Law;  Venue;  Service of Process.  The  parties  hereto
acknowledge  that  the  transactions  contemplated  by  this  Agreement  and the
exhibits hereto bear a reasonable relation to the State of New York. The parties
hereto agree that the  internal  laws of the State of New York shall govern this
Agreement  and the exhibits  hereto,  including,  but not limited to, all issues
related to usury.  Any action to enforce the terms of this  Agreement  or any of
its exhibits,  or any other Transaction Document shall be brought exclusively in
the state  and/or  federal  courts  situate in the County and State of New York.
Service of process in any action by the  Purchaser  to enforce the terms of this
Agreement  may be made  by  serving  a copy of the  summons  and  complaint,  in
addition to any other relevant documents, by commercial overnight courier to the
Company at its principal address set forth in this Agreement.

         5.9 Survival. The representations and warranties of the Company and the
Purchaser contained in this agreement shall survive the Closing.

         5.10 Counterpart  Signatures.  This Agreement may be executed in two or
more counterparts,  all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been signed
by each party and delivered to the other party,  it being  understood  that both
parties need not sign the same  counterpart.  In the event that any signature is
delivered by facsimile  transmission,  such  signature  shall create a valid and
binding  obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.

         5.11  Publicity.  The Company and the Purchaser shall consult with each
other in issuing any press releases or otherwise  making public  statements with
respect to the  transactions  contemplated  hereby and neither party shall issue
any such press release or otherwise make any such public  statement  without the
prior written  consent of the other,  which  consent  shall not be  unreasonably
withheld or delayed,  unless counsel for the disclosing  party deems such public
statement to be required by applicable  federal  and/or state  securities  laws.
Except as otherwise  required by applicable law or regulation,  the Company will
not disclose to any third party  (excluding its legal counsel,  accountants  and
representatives) the names of the Purchaser.

         5.12  Severability.  In case any one or more of the  provisions of this
Agreement  shall be invalid or  unenforceable  in any respect,  the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be affected or impaired thereby and the parties will attempt to agree
upon a valid and enforceable  provision  which shall be a reasonable  substitute
therefore,  and upon so agreeing, shall incorporate such substitute provision in
this Agreement.

         5.13  Limitation of Remedies.  With respect to claims by the Company or
any person  acting by or through the Company,  or by the Purchaser or any person
acting  through the Purchaser,  for remedies at law or at equity  relating to or
arising  out of a breach of this  Agreement,  liability,  if any,  shall,  in no
event,  include loss of profits or incidental,  indirect,  exemplary,  punitive,
special or consequential damages of any kind.

         5.14  Delivery  of  Securities.  The Company  shall  deliver the Shares
directly  to the  Custodial  Bank  within  five  days of the  execution  of this
Agreement in accordance  with the directions  provided in Schedule A, to BBH for
deposit into the Banca MB account.

         5.15 Delivery of Payment.  The Purchaser shall, within thirty (30) days
of the  delivery  of the Shares to the  Custodial  Bank issue the Payment to the
Company via wire  transfer to the  directed  wire  transfer  bank and account as
specified below:

         Beneficiary Account Name:  Y-Tel International, LLC

         Beneficiary Account No.:   2080221951

         ABA/Transit No.:  065000090

         Beneficiary Bank:  Hibernia National Bank

If the Purchase Price is not paid within thirty (30) days of the delivery of the
Shares to the Custodial  Bank, the Company has the right to demand recall of the
shares after that time, and such Shares shall be transmitted back to the Company
within ten (10)  business  days from the date of the demand.  See Appendix A for
details of timeline from deposit to payment.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first indicated above.

                                                     Company:

                            Y-Tel International, Inc.


                                                     By:      /s/ John Conroy
                                                        -----------------------
                                                     Name:    John Conroy
                                                     Title:   President


                                                     Purchaser:

                                                     Cari Masi on behalf of
                                                     Purchaser

                                                     By:      /s/ Cari Masi
                                                              -----------------
                                                     Name:    Cari Masi
                                                     Title:   Director

Schedule 1
----------

Mercatus & Partners, LP
Via S. Roberto Bellarmino #4
00142 Roma, Italy
PH. +39 065 406 470
FX. +39 065 427 5224


<PAGE>


                                   SCHEDULE A

DELIVERY  AND  DESCRIPTION  OF  CONTRACT,  SHARE  INTAKE,  DEPOSIT,   VALUATION,
SAFEKEEPING AND MOVEMENT OF SHARES:

Step One:  Delivery  of  Contract,  shall be made  within two  business  days of
provision of the closing price and discount contained within the contract to the
company, and execution by the company to the following address:

                                    Mercatus & Partners, LP
                                    4100 NINE MCFARLANE DRIVE
                                    ALPHARETTA, GEORGIA 30004
                                    Phone:  (404) 735-9757
                                    Office:  (770) 475-2266
                                    Attn: Cary Masi

Step Two: The Stocks are delivered to BBH in certificate  form, to the following
address, in the name of Mercatus & Partners,  Limited, as Regulation S shares or
as other validly issued shares under appropriate exemption. Such shares shall be
issued and sent in the following form:

Shareholder for stock certificate:          Mercatus & Partners, Limited
                                            Via S. Roberto Bellarmino #4
                                            00142 Roma, Italy

Corporate information (for transfer agent):

Company Number:    04500047                         Incorporated on: 31/07/2002
Company Name:      MERCATUS & Partners limited
Registered Office: 54 Dukes Wood Drive
                   Gerrards Cross
                   Buckinghamshire SL9 7LR
Company Type:      Private Limited Company
Country of Origin: United Kingdom

Shares shall be sent to the  following  address and account  into the  following
Banca MB account at BBH:

Please find below the instruction for:

Mailing / Delivery Addresses for Physical Securities:
Via Mail:     Brown Brothers Harriman & Co.
              Attention: Physical Receives Section - Trade Processing Department
              140 Broadway, New York, NY 10005-1101, U.S.A.

Account Name: Banca MB-Milano
Account Number: 4444550

Each share  certificate,  if it is being issued under  Regulation S, must bear a
legend, as per the agreement which is substantially in form as that set below:

THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN
"OFFSHORE  TRANSACTION"  IN RELIANCE  UPON  REGULATION S AS  PROMULGATED  BY THE
SECURITIES AND EXCHANGE COMMISSION.  ACCORDINGLY,  THE SECURITIES REPRESENTED BY
THIS  CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES  ACT") AND MAY NOT BE  TRANSFERRED  OTHER  THAN IN  ACCORDANCE  WITH
REGULATION S, PURSUANT TO REGISTRATION  UNDER THE SECURITIES ACT, OR PURSUANT TO
AN  AVAILABLE   EXEMPTION  FROM  REGISTRATION  UNDER  THE  SECURITIES  ACT,  THE
AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.


Step Three:  Banca MB is only the asset manager of Mercatus,  and the shares are
deposited  into a  safekeeping  account  for  Banca MB in BBH.  The  shares  are
deposited into the account where they are verified and deposited for viewing and
verification  by the SICAV bank.  NOTE:  the shares are not  allowed,  under the
agreement  with BBH and Banca MB to in any way be  hypothecated  or leveraged in
any fashion during this holding period.  The  restricted,  free trading or other
validly issued shares under appropriate exemption stay at BBH in the safekeeping
account  during this  period,  and at all times until the  purchase is complete.
Dwight Parscale,  is the  Attorney-In-Fact  over the BBH account of Banca MB for
this account.  Any and all questions  regarding the status of shares during this
process may be conducted to your Placement Agent.

Step Four: Is starting during Step Three, and includes the transfer of the stock
to the SICAV  through  the stock  verification  process,  so that the SICAV bank
receives  confirmation of the Shares and portfolio,  if any, for valuation,  and
due  diligence.  This period of time is expected to be four (4) to five (5) days
after which the value is assigned and a corresponding amount of SICAV shares are
issued  to  Mercatus  &  Partners,  Limited,  electronically,  for their use and
ownership.  NOTE:  this  process  will not start  until the called for amount of
shares and assets are received as a package for the whole SICAV  portfolio  from
Mercatus's Banca MB account in BBH.

Step Five: Mercatus will then simultaneously  transfer the SICAV shares into the
lending or purchasing  banks and the lending banks will issue the purchase price
or credit line to Mercatus. This period is expected to take four (4) to five (5)
days.

Step Six:  Mercatus  transmits  payment  through  Banca MB/BBH to the  Companies
through the Placement Agent's counsel,  Holland & Knight 195 Broadway, New York,
NY 10007.


The Stock  Purchase  Agreement is to be authorized  and executed by the Company.
There are no allowed  changes  under the  agreement  for  purchase by Mercatus &
Partners,  Limited.  The document is for the purchase of the  restricted  shares
only. The document will be locked in and cannot be edited by the Company.


<PAGE>


                             SHARE PURCHASE ADDENDUM
                             -----------------------

         The Y-Tel International,  Inc.(YTLI on the OTCBB),  having executed the
related stock purchase agreement with the Purchaser Mercatus & Partners, LP (the
"Purchaser")  hereby agrees that they have the  affirmative  duty to act in full
cooperation to assist the Purchaser with the conversion of such shares exchanged
for removal of any and all restrictions or legends, when the appropriate time or
conditions  have passed or occurred which time period shall not exceed 12 months
from the date of issue. Such cooperation by the Company will include appropriate
instructions  to their  securities  counsel to provide the  appropriate  opinion
letter, or allow another designated  attorney by the Purchaser to provide such a
letter.  The Company shall also issue and instruct all  appropriate  measures to
the share transfer agent for such legend removal. Such actions shall be required
to occur within ten (10) days of the request by the Purchaser,  or their assigns
so as to secure the conversion on or before the above referred 12 month period.

         Such shares are identified as 1,350,000 shares of Y-Tel  International,
Inc. as to be purchased under the stock purchase agreement.

         Stock Certificate Number 1757

IN WITNESS WHEREOF, the undersigned hereby agrees on behalf of the company to be
bound.

                                          Company:

                                          Y-Tel International, Inc


                                          By: /s/ John Conroy
                                              ---------------
                                          Name: John Conroy
                                          Title:   Chief Executive Officer

                                          Date: 12/7/05