Exhibit 10.2

                          SICAV TWO 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.




                                    10.2-1
<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).



                                    10.2-2
<PAGE>
         "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
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.









                                    10.2-3
<PAGE>
                                   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.

         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.


                                    10.2-4
<PAGE>
              (iii)  Capitalization.  The  authorized,  issued  and  outstanding
         capital stock 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 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


                                    10.2-5
<PAGE>
         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.

              (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


                                    10.2-6
<PAGE>
         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 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


                                    10.2-7
<PAGE>
         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.

         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


                                    10.2-8
<PAGE>
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.

         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.


                                    10.2-9
<PAGE>
                                  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.

         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


                                    10.2-10
<PAGE>
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.

                                    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


                                    10.2-11
<PAGE>
                         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
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,


                                    10.2-12
<PAGE>
                         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


                                    10.2-13
<PAGE>
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



                                    10.2-14
<PAGE>
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.



                                    10.2-15
<PAGE>
         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

                                    10.2-16
<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




                                    10.2-17
<PAGE>
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.









                                    10.2-18
<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 1758

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





















                                    10.2-19