Auracall Limited Agreement
Our wholly owned subsidiary, Swiftnet, Ltd., has a February 18, 2003 agreement involving Auracall Limited, the
agreement of which is titled "Formation of Newco". The agreement provides that Dr. Nissim Levy and Swiftnet,
will establish a company, Newco, for the purpose of developing telecommunication business based on non-
geographic numbers, which are identified in the agreement as using Swiftnet premium numbers bands for
customers to call international or national destinations paying British Telecom directly while British Telecom
payment Newco through Swiftnet. The agreement further provides that:
a) The first stage of the budget for the company will not exceed 100,000
prices as well as management advice and technical time to receive 50% of the shares of Newco or in case of a
dilution, to receive the same amount of shares to Dr. Levy;
d) Newco will repay the loans only from net profits and once the loans are repaid, Swiftnet and Dr. Levy will be
entitled to the exact amount of a fee/profit share;
United Kingdom pounds;
b) Dr. Levy will loan 75% of the ongoing expenses for 100% of the shares
c) Swiftnet will loan 25% of the ongoing expenses and provide cost plus
FORMATION OF NEWCO
1. Dr. Levy and Swiftnet Ltd. (Swiftnet) (or assignees) will establish a company - Newco - for the purpose of
developing telecommunication business based on Non-geographical Numbers 1.
2. For the first stage the budget will not exceed the amount of
(pound)100,000. Any increase of the budget will require both parties' approval.
3. Dr. Levy will finance by way of a loan, 75% of the ongoing expenses for one hundred percents of the shares.
4. Swiftnet Ltd will finance by way of a loan, 25% of the ongoing expenses and provide cost plus prices2 as well
as management advice and technical support (customer support for the first two months) for a n option, at any
time, to receive 50% of the shares of Newco or in case of a dilution, to receive the same a