Sample Business Contracts

Stock Purchase Agreement - Emergency Transportation Corp., Inc and Jimlew Capital LLC

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CORPORATION  (this  "Agreement")  is entered  into as of the 5th day of January,
1999, by and between,  Inc., a Delaware corporation  ("Tel-Save"),
and Jimlew Capital,  L.L.C., a Delaware limited  liability  company  ("Jimlew").
Tel-Save  and Jimlew may  sometimes  be  referred  to herein  individually  as a
"Party" and collectively as the "Parties."


     A.   Tel-Save  is the  owner,  of record  and  beneficially,  of all of the
          shares  of  the  capital   stock  (the  "ETC   Shares")  of  Emergency
          Transportation Corporation ("ETC").

     B.   Jimlew is the owner,  of record and  beneficially,  of an aggregate of
          12,050,000 shares of Common Stock of Tel-Save (the "Tel-Save Shares").

     C.   Tel-Save desires to sell the ETC Shares to Jimlew,  and Jimlew desires
          to purchase the ETC Shares from Tel-Save,  on the terms and subject to
          the conditions set forth herein.

     NOW, THEREFORE,  in consideration of the covenants and agreements set forth
     herein, and other good and valuable  consideration the receipt and adequacy
     of which are hereby acknowledged, the Parties hereby agree as follows:

     1.   Purchase and Sale of the ETC Shares.

          1.1  Tel-Save hereby sells,  transfers,  and assigns the ETC Shares to

          1.2  Concurrently  herewith,  Tel-Save is  delivering  to Jimlew stock
               certificates  evidencing  the  ETC  Shares.  Jimlew  acknowledges
               receipt of such stock certificates.

     2.   Purchase Price and Payment.

          2.1  The  aggregate  purchase  price  for the  Shares  (the  "Purchase
               Price") is $8,654,000,  payable by delivery by Jimlew to Tel-Save
               of  Tel-Save  Common  Stock  valued as  provided  in Section  2.2

          2.2  The value of each of the Tel-Save Shares is hereby  determined to
               be the greater of the most recent  closing price per share of the
               Tel-Save Shares on the NASDAQ national market system on the date


               of the closing of the transactions  contemplated  hereby,  or the
               closing  price per  share of the  Tel-Save  Shares on the  NASDAQ
               national market system on December 31, 1998.

          2.3  The closing of the  transactions  contemplated  hereby will occur
               not later than January 7, 1999.

     3.   Representations and Warranties of Tel-Save. Tel-Save hereby represents
          and warrants to Jimlew as follows:

          3.1  The statements in Recital A are true and correct.

          3.2  ETC is a limited  liability  company duly  organized  and validly
               existing under the laws of the State of Delaware.

          3.3  The Shares are not subject to any lien,  claim, or encumbrance of
               any  nature,  except  for  restrictions  on  transfer  imposed by
               applicable securities laws.

     4.   Representations and Warranties of Jimlew. Jimlew hereby represents and
          warrants to Tel-Save as follows:

          4.1  The statements in Recital B are true and correct.

          4.2  The  Tel-Save  Shares  are not  subject  to any lien,  claim,  or
               encumbrance of any nature,  except for  restrictions  on transfer
               imposed by applicable securities laws.

          4.3  Jimlew is intimately  familiar with ETC, the ETC Shares,  and the
               financial condition, results of operations,  liabilities,  risks,
               and  prospects  of  ETC.  Except  for  the   representations  and
               warranties  set forth in Section 3 hereof,  Jimlew is  purchasing
               the  Shares  "as is" and  without  any  other  representation  or

          4.4  The ETC Shares are being  acquired by Jimlew for  investment  for
               his own account,  not as an agent or nominee, and not with a view
               to the resale or distribution  thereof.  Jimlew  understands that
               none of the ETC Shares has been registered or qualified under any
               applicable  securities  laws  and that the  transfer  thereof  is
               restricted   by  such  laws  and  that  the  stock   certificates
               representing  the  ETC  Shares  and  being  delivered  to  Jimlew
               concurrently herewith bear a legend to that effect.

          4.5  Jimlew  represents  that  he is  experienced  in  evaluating  and
               investing in  companies  such as ETC and has such  knowledge  and
               experience in financial and business matters



               as to be  capable  of  evaluating  the  merits  and risks of such
               investment,  and that he has the  ability  to bear  the  economic
               risks of such investment.

     5.   Management Agreement.

          5.1  ETC is a party  to  those  certain  Management  Agreements  dated
               January 28, 1997, and August 12, 1997, with Jet Solutions L.L.C.,
               a Delaware  limited  liability  company,  those  certain  related
               Exhibits  A  to  Management  Agreement,   those  certain  related
               Addendums to  Management  Agreement,  and those  certain  related
               Sideletter Agreements, all dated January 28, 1997, and August 12,
               1997, respectively (collectively, the "Management Agreement").

          5.2  Jimlew agrees that neither it nor any entity that succeeds him as
               controller  of ETC  shall  permit  ETC to modify  the  Management
               Agreement  in any  fashion  that  affects  Tel-Save  without  the
               express prior written consent of Tel-Save.

          5.3  At the discretion of Jimlew,  and upon at least 24 hours' advance
               notice,  Tel-Save  shall have the right to charter  the  aircraft
               that is the  subject  of the  Management  Agreement  at a rate of
               $5,000 per hour (as calculated in the  Management  Agreement) and
               on the terms set forth in the Management Agreement.

     6.   Miscellaneous.

          6.1  Representations   and   Warranties.   The   representations   and
               warranties set forth in this Agreement  shall survive the closing
               of the transactions contemplated hereby.

          6.2  Costs and Expenses. Each Party shall pay its or his own costs and
               expenses in connection  with this Agreement and the  transactions
               contemplated  hereby,  including without limitation the costs and
               expenses of its or his attorneys, accountants, advisors, finders,
               brokers, and other agents and representatives.

          6.3  Notices.  All notices which are required or permitted to be given
               pursuant to the terms of this  Agreement  shall be in writing and
               shall be  sufficient  in all  respects  if given in  writing  and
               delivered   personally  or  by  telegraph  or  by  registered  or
               certified mail, postage prepaid, as follows:

               If to Tel-Save:

          , Inc.
                    6805 Route 202
                    New Hope, Pennsylvania 18938



                    Attention:  General Counsel

                  With a copy to:

                      Arnold & Porter
                      777 South Figueroa, 44th Floor
                      Los Angeles, California 90017
                      Attention:  Theodore G. Johnsen

                  If to Jimlew:

                      Jimlew Capital
                      6805 Route 202
                      New Hope, PA 18938

                  With a copy to:

                      Daniel M. Borislow
                      8234 Horseshoe Bay Road
                      Boynton Beach, FL 33437

               Notice shall be deemed to have been given upon receipt thereof as
               to  communications  that are personally  delivered or telegraphed
               and five (5) days after  deposit of the same in any United States
               mail  post  office  box in the  state  to  which  the  notice  is
               addressed,  or seven (7) days  after  deposit of same in any such
               post  office  box other  than in the state to which the notice is
               addressed,  postage prepaid, addressed as set forth above. Notice
               shall not be deemed given under the preceding sentence unless and
               until  notice shall be given to all  addressees  above other than
               the sender.  The addresses and addressees for the purpose of this
               Section may be changed by giving written notice of such change in
               the manner  provided  herein for giving notice.  Unless and until
               such written  notice is given,  the addresses  and  addressees as
               stated  by prior  written  notice,  or as  provided  herein if no
               written  notice  of  change  has been  given,  shall be deemed to
               continue in effect for all purposes hereunder.

          6.4  Survival of Representations  and Warranties.  Notwithstanding any
               investigation  made  by  any  Party,  all   representations   and
               warranties  made herein shall  survive the execution and delivery
               of this Agreement.

          6.5  Applicable  Law. This  Agreement  and all documents  executed and
               delivered in connection  herewith and the rights and  obligations
               of the  parties  hereto  and  thereto  shall be  governed  by and
               construed  in  accordance  with the laws of the State of New York
               other than


               and  without  giving  effect to the laws of the State of New York
               relating to choice of law.

          6.6  Applicable  Jurisdiction.  The  parties  hereby  agree  that  any
               action, at law or in equity,  arising under this Agreement or any
               of the other  documents  executed  and  delivered  in  connection
               herewith,  shall be filed in and only in the state  courts of the
               State of New York or a United States  District Court in the State
               of New York.  The  parties  hereby  consent  and submit to the in
               personam  jurisdiction  of such courts for purposes of litigating
               any such action.

          6.7  Assignments.  This Agreement and the other documents executed and
               delivered in connection  herewith shall be binding upon and inure
               to the  benefit  of  the  parties  hereto  and  their  respective
               personal  and  legal  representatives,   heirs,  successors,  and
               assigns;  provided,  however,  that no party hereto may assign or
               transfer its or his rights in and to this  Agreement or any other
               document executed and delivered in connection  herewith,  without
               the prior written consent of the other parties hereto.

          6.8  Entire Agreement. Except as otherwise expressly set forth herein,
               this Agreement and the other agreements  referred to in Section 7
               hereof embody the complete agreement and understanding  among the
               Parties with respect to the subject  matter  hereof and supersede
               and   preempt   any   prior   understandings,    agreements,   or
               representations  by or among the Parties,  written or oral, which
               may have related to the subject matter hereof in any way.

          6.9  Severability. Whenever possible, each provision of this Agreement
               will be  interpreted  in such manner as to be effective and valid
               under  applicable  law, but if any provision of this Agreement is
               held to be prohibited by or invalid  under  applicable  law, such
               provision  will  be  ineffective  only  to  the  extent  of  such
               prohibition or invalidity,  without invalidating the remainder of
               this Agreement.

          6.10 Counterparts.  This  Agreement  may be  executed  in two or  more
               counterparts, any one of which need not contain the signatures of
               more than one Party,  but all such  counterparts  taken  together
               will constitute one and the same Agreement.

          6.11 Descriptive Headings.  The descriptive headings of this Agreement
               are inserted for convenience only and do not constitute a part of
               this Agreement.



          6.12 Terminology. As used in this Agreement, the masculine,  feminine,
               or neuter  gender,  and the singular or plural  number,  shall be
               deemed to include the others whenever the context so indicates or

          6.13 Legal  Fees.  If any  legal  action or any  arbitration  or other
               proceeding is brought for the  enforcement or  interpretation  of
               this  Agreement,  or  because  of an  alleged  dispute,  default,
               misrepresentation,  or  breach  in  connection  with  any  of the
               provisions of this Agreement,  the successful or prevailing party
               or parties  shall be  entitled to recover  reasonably  attorneys'
               fees,  expenses,  and  other  costs  incurred  in that  action or
               proceeding  in addition to any other relief to which it or he may
               be entitled.  The right to such attorneys'  fees,  expenses,  and
               costs shall be deemed to have  accrued upon the  commencement  of
               such action and shall be  enforceable  whether or not such action
               is prosecuted to judgment.

          6.14 Broker's or Finder's Fees. Each of the Parties represents to each
               of the others  that it or he does not have any  liability  to any
               broker or any representative,  nor owe any fee or compensation to
               any agent,  finder,  or broker,  in  connection  with the subject
               matter  of this  Agreement,  and each of them  hereby  agrees  to
               indemnify   and  hold   harmless  the  other  Party  against  any
               liability,   damage,  cost,  or  expense  (including   reasonable
               attorneys'  fees)  incurred  by  reason  of  the  breach  of  the
               foregoing representation.

          6.15 Advice  of  Counsel.  Each  Party  has  carefully  reviewed  this
               Agreement,  is familiar with the terms and conditions herein, and
               was advised by legal  counsel  with respect  thereto.  Each Party
               agrees that the terms and  conditions  set forth  herein are fair
               and not unconscionable.

          6.16 Relationship  of the  Parties.  Nothing in this  Agreement  shall
               create a partnership,  joint venture, employment relationship, or
               any  other  relationship  between  the  Parties  other  than  the
               relationship of independent contractors.

          6.17 Further Cooperation.  Each Party covenants and agrees to prepare,
               execute,  acknowledge,  file, record, publish, and deliver to the
               other Party such other  instruments,  documents,  and  statements
               including,  without  limitation,  instruments  and  documents  of
               assignment,  transfer, and conveyance, and take such other action
               as may be reasonably necessary or convenient in the discretion of
               the requesting  Party to carry out more  effectively the purposes
               of this Agreement.



          6.18 Modifications.  This  Agreement  may  not  be  altered,  amended,
               changed, waived, terminated, or modified in any manner unless the
               same shall be in writing  and signed by or on behalf of the Party
               to be bound.

                                             TEL-SAVE.COM, INC.


                                             JIMLEW CAPITAL