INVESTMENT STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (Agreement) dated to be effective December 23, 1999 between Go Call Inc.
(GO), and Madison Holdings, Inc., a Nevada Corporation (Madison). The parties acknowledge that this
Agreement is irrevocable and all matters requiring additional documentation are for the benefit of Madison.
The following recitals are an integral and inseparable part of this Agreement.
A. Go wishes to sell to Madison 500,000 shares of GO stock for two Notes in the amounts of $125,000 each.
B. Madison wishes to acquire said shares.
C. Madison will simultaneously transfer 250,000 shares immediately to liquidate certain obligation of an affiliate of
Madison. (Exhibit B)
Therefore, for the mutual agreement and other valuable consideration the sufficiency and receipt of which are
hereby acknowledged the parties agree as follows:
A. Note for Common Stock.
Madison hereby agrees to provide GO with two promissory notes in the amount of $125,000 in exchange for
500,000 shares of GO stock.
B. Transfer of GO Stock.
The parties have agreed that 250,000 shares of the GO stock have been transferred pursuant to Exhibit B. Other
than the above transfer, Madison agrees not to sell, transfer or otherwise hypothecate its GO stock until and
unless the Notes at Exhibit A are paid in full.
C. Miscellaneous Provisions.
1. PARAGRAPH HEADINGS: The paragraph headings used herein are only for ease of reference and do not
control the meaning or effect of any provisions of this Agreement.
2. JURISDICTION: This Agreement shall be governed, interpreted and enforced under the laws of the State of
3. SEVERABILITY: If any provision(s) of this Agreement shall be invalid or unenforceable as a matter of law,
the other provisions hereof shall continue in full force and effect.
4. ARBITRATION: Any dispute arising from or relating to this Agreement that cannot be resolved by the parties
themselves shall be submitted for binding arbitrati