EQUITY ACQUISITION AGREEMENT
This Equity Acquisition Agreement is made as of June 11, 2008 by and among (1) The Billing
Resource, d/b/a Integretel, Inc., a California corporation (“ TBR ”), (2) TBR as the majority
shareholder of P1, (3) PaymentOne Corporation, a Delaware corporation (“ P 1 ”) and (4)
Etelcharge.com, a Nevada corporation (the “ Buyer ” and together with TBR and P1, the “ Parties ”).
R E C I T A L S :
P1 provides a payment and marketing service that collects accounts receivable
generated through digital services and premium content (the “ P1 Business ”).
TBR currently owns 97.7% of the equity interests in P1 on a non-diluted basis
amounting to 3,500,000 shares of common stock of P1, $0.001 par value (together
with any and all other known or unknown claims or rights that TBR may have related to
the equity of or ownership interests in P1, “ P1 Equity ”), with the balance of P1’s
issued stock held by three individuals no longer affiliated with P1. P1’s management
and employees and certain other parties hold unexercised options, which if exercised,
would result in such Persons holding collectively 37.65% of P1’s common equity on a
fully diluted basis (i.e., all P1 common shares issuable upon exercise of outstanding
options combined with all P1 common shares already issued and outstanding).
TBR is subject to a bankruptcy case (“ Bankruptcy Case ”) pending in the United
States Bankruptcy Court for the Northern District of California, San Jose Division (the “
Bankruptcy Court ”) filed on or about September 16, 2007 (the “ Petition Date ”).
Pursuant to a Security Agreement dated as of January 26, 2005, P1 has made multiple
secured loans and extensions of credit to TBR, incurred prior to the Petition Date, for
an aggregate principal amount of approximately Twelve Million Eight Hundred
Thousand Dollars ($12,800,000), as described and evidenced in the Proof of Claim
filed in the Bankruptcy Case on or about January 11, 2008 (the “ Debt ”