Share Purchase Agreement

SHARE PURCHASE AGREEMENT



THIS SHARE PURCHASE AGREEMENT (this "Agreement") is made and entered into as of this 6th day of April, 1996, by and among Thomas Hickey ("Seller") and Peter Vita and Douglas Barley (collectively, the "Buyers").





A. Following the recapitalization of the Company of even date herewith, the authorized capital stock of PhoneTime, Inc., a New York corporation ("PTI"), consists of 200 shares of common stock, no par value ("Common Shares") of which 87 shares are issued and outstanding and 43.5 are held by the Seller.



B. Concurrently herewith there shall be executed and delivered: a Subscription Agreement by and among the Buyers and PTI ("Subscription Agreement").



C. The Seller wishes to sell 3-3/14 Common Shares to Peter Vita ("Vita Shares") and 1-4/14 Common Shares to Douglas Barley ("Barley Shares") for the consideration and under the terms and conditions set forth herein.





NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged:



ARTICLE 1



In addition to capitalized terms defined elsewhere in this Agreement, the following terms have the meanings specified or referred to in this Article 1:



"Affiliate" means, with respect to any person, any other person who directly or indirectly controls, is controlled by or is under common control with such person, and in addition with respect to officers, directors and stockholders of any person, any relative or spouse (or relative of such spouse) who resides with any such officer, director or spouse.



"Encumbrance" means any lien, claim, charge, security interest, mortgage, pledge, easement, conditional sale or other title retention agreement, defect in title, covenant or other restrictions of any kind. ARTICLE 2

SALE OF SHARES



2.1 Sale of Shares. Subject to the provisions of this Agreement (a) the Seller agrees to sell, and Peter Vita agrees to purchase, at Closing, the Vita Shares, and (b) the Seller agrees to sell, and Douglas Barley agrees to purchase, at Closing, the Barley Shares.



2.2 Purchase Price. The purchase price for the Common Shares shall be as follows:



(a) With respect to the Vita Shares, one dollar per share, payable by Peter Vita at Closing; and



(b) With respect to the Barley Shares, one dollar per share, payable by Douglas Barley at Closing.



2.3 Share Issuance Procedure. At Closing, the Buyers shall deliver to the Seller the consideration set forth above, together with any documents reasonably required by the Seller. At Closing, the Seller deliver to each Buyer a certificates representing such Buyer's respective Shares duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyers.



2.4 Further Assurances. If at any time after the Closing, the Seller or any of the Buyers shall consider or be advised that any agreements, assurances or any other acts or things are necessary to implement the transfer of shares hereunder, each party shall execute and deliver all such agreements and assurances and do all such other acts and things reasonably necessary, desirable or proper to carry out the purpose of this Agreement.



ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF

THE BUYERS



As an inducement to the Seller to enter into this Agreement and to consummate the transactions contemplated hereby, each of the Buyers, severally and not jointly, represents and warrants to Seller as follows:



3.1 Authority of Buyers. This Agreement has been duly executed and delivered by each Buyer and constitutes a valid and binding obligation of such Buyer enforceable against him in accordance with its terms. Neither the execution and delivery of this Agreement or any of the other agreements or instruments contemplated hereby or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof does or will:



(a) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the properties of the Buyer, or under any note, instrument, agreement, mortgage, lease, license, franchise, permit, judgment, order, award, decree or other authorization, right, restriction or obligation to which the Buyer is a party or any of his properties is subject or by which the Buyer is bound, or any law, rule, regulation or other legal requirement affecting the Buyer or his properties, or



(b) require the approval, consent, authorization or act of, or the making by the Buyer of any declaration, filing or registration with, any third party or any foreign, federal, state or local court, governmental authority or regulatory body.



3.2 Disclosure. None of the representations or warranties of the Buyers contained herein and none of the other information or documents furnished or to be furnished to Seller or any of its representatives by the Buyers or their representatives pursuant to the terms of this Agreement, is false or misleading in any material respect or omits to state a fact herein or therein necessary to make the statements herein or therein not misleading in any material respect.



ARTICLE 4

REPRESENTATIONS AND WARRANTIES

OF SELLER



As an inducement to the Buyers to enter into this Agreement and to consummate the transactions contemplated hereby, the Seller hereby represents and warrants to the Buyers as follows:



4.1 Authority of The Seller. This Agreement has been duly executed and delivered by the Seller and is the legal, valid and binding agreement of the Seller, enforceable in accordance with its terms. Neither the execution and delivery of this Agreement or any of the other agreements or instruments contemplated hereby or the consummation of any of the transactions contemplated hereby or thereby, nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will:



(a) conflict with the Certificate of Incorporation or By-Laws of PTI, or result in a breach of the terms, conditions or provisions, or constitute a default, or an event of default or an event creating rights of acceleration, termination or cancellation or loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the properties of the Seller, under any note, instrument, agreement, mortgage, lease, license, franchise, permit, judgment, order, award, decree or other authorization, right, restriction or obligation to which the Seller is a party, or any of its properties is subject or by which the Seller is bound, or any statute, other law or regulatory provision affecting the Seller or his properties; or



(b) require the approval, consent, authorization or act of, or the making by the Seller of any declaration, filing or registration with, any third party or any foreign, federal, state or local court, governmental authority or regulatory body.



4.2 Disclosure. None of the representations or warranties of the Seller contained herein and none of the other information or documents furnished or to be furnished to the Buyers or any of their representatives by the Seller or its representatives pursuant to the terms of this Agreement, is false or misleading in any material respect or omits to state a fact herein or therein necessary to make the statements herein or therein not misleading in any material respect.



ARTICLE 5

ACTION PRIOR TO CLOSING



The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing:



5.1 Preserve Accuracy of Representations and Warranties. Each of the parties hereto shall refrain from taking any action which would render any representation or warranty contained in Article 3 or 4 of this Agreement inaccurate as of the Closing Date. Each party shall promptly notify the others of any action, suit or proceeding that shall be instituted or threatened against such party to restrain, prohibit or otherwise challenge the legality of any transaction contemplated by this Agreement. Each party shall promptly notify the other parties of any lawsuit, claim, proceeding or investigation that may be threatened, brought, asserted or commenced against such party that would have been listed in a Schedule hereto by such party if such lawsuit, claim, proceeding or investigation had arisen prior to the date hereof.



5.2 Consents and Approvals. Each party hereto shall cooperate in using such party's best efforts promptly to obtain all consents and amendment ...