-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WD/oJ3jnW0OL9BgBrSDN1uuKHmpVZmcETqG6fANKMoO46qIRLpDuMod3ig1iu/7m Mh47Kp9kQ1ZSEdvrDNMQWA== 0000950169-98-000283.txt : 19980317 0000950169-98-000283.hdr.sgml : 19980317 ACCESSION NUMBER: 0000950169-98-000283 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980313 SROS: NASD GROUP MEMBERS: GOLD & APPEL TRANSFER SA GROUP MEMBERS: WALT ANDERSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOTAL TEL USA COMMUNICATIONS INC CENTRAL INDEX KEY: 0000034497 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 221656895 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-11039 FILM NUMBER: 98565719 BUSINESS ADDRESS: STREET 1: 150 CLOVE RD CITY: LITTLE FALLS STATE: NJ ZIP: 07424-049 BUSINESS PHONE: 2018121100 MAIL ADDRESS: STREET 1: 150 CLOVE ROAD CITY: LITTLE FALLS STATE: NJ ZIP: 07424-0449 FORMER COMPANY: FORMER CONFORMED NAME: FARADYNE ELECTRONICS CORP DATE OF NAME CHANGE: 19920223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLD & APPEL TRANSFER SA CENTRAL INDEX KEY: 0001030949 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: OMAR HODGE BLDG STREET 2: WICKAMS CAY CITY: ROAD TOWN TORTULA STATE: D8 MAIL ADDRESS: STREET 1: OMAR HODGE BLDG STREET 2: WICHAMS CAY CITY: ROAD TOWN TORTULA STATE: D8 SC 13D/A 1 AMEND. NO. 4 TO SCHED 13D FOR GOLD & APPEL --------------------------- OMB APPROVAL --------------------------- OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per response....14.90 --------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934) (AMENDMENT NO. 4 )* TOTAL-TEL USA COMMUNICATIONS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK -- PAR VALUE $.05 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 89151T10-6 - -------------------------------------------------------------------------------- (CUSIP Number) CARTER STRONG, ESQ. (202) 857-6252 ARENT FOX KINTNER PLOTKIN & KAHN PLLC 1050 CONNECTICUT AVENUE, NW, WASHINGTON, D. C. 20036-5339 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 6, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(d)(3) or (4), check the following box . NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1746 (10-97) CUSIP No.: 89151T10-6.............................. - -------------------------------------------------------------------------------- 1.Names of Reporting Persons: GOLD & APPEL TRANSFER, S.A. I.R.S. Identification No. of above persons (entities only). ....................................................................... - -------------------------------------------------------------------------------- 2.Check the Appropriate Box If a Member of a Group (See Instructions) (a) ........................................................................... (b) ........................................................................... - -------------------------------------------------------------------------------- 3.Sec Use Only.................................................................. - -------------------------------------------------------------------------------- 4.Source of Funds (See Instructions): WC....................................... - -------------------------------------------------------------------------------- 5.Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)............................................................ - -------------------------------------------------------------------------------- 6.Citizenship or Place of Organization: BRITISH VIRGIN ISLANDS................. - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: 726,917 SHARES OF COMMON STOCK Shares (INCLUDES SHARES PURSUANT TO AGREEMENT TO PURCHASE Beneficially 69,000 SHARES OF COMMON STOCK)............................ Owned by ----------------------------------------------------------- Each Reporting 8. Shared Voting Power: 0................................ Person ----------------------------------------------------------- With 9. Sole Dispositive Power: 0............................. ----------------------------------------------------------- 10. Shared Dispositive Power: 0........................... - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 726,917 SHARES OF COMMON STOCK (INCLUDES SHARES PURSUANT TO AGREEMENT TO PURCHASE 69,000 SHARES OF COMMON STOCK)..................................................... - -------------------------------------------------------------------------------- 12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ............................................................. - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 22.76%................. 14. Type of Reporting Person (See Instructions): CO ....................................................................... ....................................................................... ....................................................................... ....................................................................... 2 CUSIP No.: 89151T10-6.............................. - -------------------------------------------------------------------------------- 1. Names of Reporting Persons: WALT ANDERSON I.R.S. Identification No. of above persons (entities only). ....................................................................... - -------------------------------------------------------------------------------- 2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) ......................................................................... (b) ......................................................................... - -------------------------------------------------------------------------------- 3. Sec Use Only................................................................. - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): OO...................................... - -------------------------------------------------------------------------------- 5. Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)........................................................... - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: UNITED STATES OF AMERICA............... - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: 0.................................. Shares ----------------------------------------------------------- Beneficially 8.Shared Voting Power: 0................................. Owned by ----------------------------------------------------------- Each Reporting 9.Sole Dispositive Power: 657,917 SHARES OF COMMON STOCK.. Person ----------------------------------------------------------- With 10.Shared Dispositive Power: 0............................ - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 726,917 SHARES OF COMMON STOCK (INCLUDES SHARES PURSUANT TO AGREEMENT TO PURCHASE 69,000 SHARES OF COMMON STOCK)..................................................... - -------------------------------------------------------------------------------- 12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ............................................................. - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 22.76%................. 14. Type of Reporting Person (See Instructions): IN ....................................................................... ....................................................................... ....................................................................... ....................................................................... 3 This Amendment No. 4 ("Amendment No. 4") to Schedule 13D filed by Gold & Appel Transfer, S.A., a British Virgin Islands corporation ("Gold & Appel"), and Walt Anderson, a natural person and a U.S. citizen ("Mr. Anderson"), as joint filers, with respect to the common stock, par value $.05 per share (the "Common Shares"), of Total-Tel USA Communications, Inc., a New Jersey corporation (the "Issuer"), amends and/or supplements, as indicated, Items 3, 5, 6 and 7 of the Schedule 13D filed by Gold & Appel and Mr. Anderson as joint filers on January 16, 1998 (the "Statement"), as amended by Amendment No. 1 thereto filed on January 30, 1998 ("Amendment No. 1"), Amendment No. 2 thereto filed on February 13, 1998 ("Amendment No. 2") and Amendment No. 3 thereto filed on March 4, 1998 ("Amendment No. 3"). All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Statement, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ------------------------------------------------- Item 3 is supplemented as follows: Gold & Appel purchased a total of 17,800 Common Shares between March 2, 1998 and March 11, 1998 on the NASDAQ National Market, as follows: Date Number of Shares Price per Common Share ---- ---------------- ---------------------- 03/02/98 2,500 36.1250 03/05/98 4,200 38.5000 03/09/98 3,000 37.3750 03/10/98 3,000 37.6875 03/10/98 3,500 37.9107* 03/11/98 1,600 38.0000 TOTAL 17,800 * Represents average price per share In addition, under an Agreement to Purchase Stock dated as of January 6, 1998 between Mr. Kevin A. Alward ("Mr. Alward") and Gold & Appel (the "Agreement"), which Agreement was disclosed in Amendment No. 1, Mr. Alward is obligated to sell and deliver 69,000 Common Shares to Gold & Appel at the time Gold & Appel delivers the purchase price of $2,746,200 therefor on October 1, 1998, but not later than October 5, 1998. Gold & Appel has paid Mr. Alward a nonrefundable deposit of $621,000 toward the $2,746,2 00 purchase price. Under the Agreement, and a Proxy Agreement dated February 24, 1998 between Mr. Alward and Gold & Appel, a copy of which is included herewith as Exhibit 7.2 (the "Proxy Agreement"), Mr. Alward has agreed to grant to Gold & Appel a proxy to vote said 69,000 Common Shares on any matters upon which said shares may be voted until such time as the earlier of the delivery of the purchase price or the termination of the Agreement (the "Proxy"). Also, under a Stock Sale and Option Agreement dated February 20, 1998 between Gold & Appel and Mr. Jeff Slater ("Mr. Slater"), a copy of which is included herewith as Exhibit 7.3, Gold & Appel purchased 4,772 Common Shares from Mr. Slater for $326,619, representing a purchase price of $68.4449 per share, and acquired, for $1.00, options to purchase 34,900 Common Shares at $30 per share and an additional 5,000 shares also at $30 4 per share. Gold & Appel subsequently exercised such options on or about March 6, 1998, thereby acquiring 39,900 Common Shares pursuant to such exercises of options. All of the funds used to purchase the above-mentioned 17,800 Common Shares acquired by Gold & Appel on the NASDAQ National Market, and 44,672 Common Shares acquired from Mr. Slater, came from Gold & Appel's general corporate funds. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------ Item 5 is amended as follows: (a) Gold & Appel beneficially owns 726,917 Common Shares (of which 69,000 Common Shares have not yet been acquired but may be acquired under the Agreement on October 1, 1998 but not later than October 5, 1998, and are subject to the Proxy), representing approximately 22.76% of the outstanding Common Shares, based on the outstanding shares as of December 11, 1997 pursuant to the Issuer's Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on December 15, 1997. By virtue of the power-of-attorney dated January 19, 1998 and remaining in full force and until January 15, 2001, executed by Gold & Appel and appointing thereunder Mr. Anderson as Gold & Appel's attorney-in-fact (the "Power-of-Attorney"), Mr. Anderson has the authority and power in the name of and on behalf of Gold & Appel to, among other things, buy, sell and trade the Common Shares held by Gold & Appel. A copy of the Power-of-Attorney is filed as Exhibit 7.2 to the Statement on Schedule 13D filed with the U.S. Securities and Exchange Commission by Gold & Appel with respect to the common stock of Esprit Telecom Group plc on January 27, 1998, and is incorporated herein by this reference. Under the Power-of-Attorney, Mr. Anderson may be deemed the beneficial owner of the Common Shares held by Gold & Appel. Mr. Anderson, however, disclaims beneficial ownership of the Common Shares held by Gold & Appel. In addition, Mr. Anderson is the President and a Director of the Foundation for the International Non-Governmental Development of Space, a non-profit organization ("FINDS"), which owns 35,465 Common Shares. Mr. Anderson does not have a controlling interest in FINDS and thus disclaims beneficial ownership of the Common Shares held by FINDS. (b) Gold & Appel has the sole power to vote 726,917 Common Shares (includes 69,000 Common Shares which may be acquired under the Agreement and which are subject to the Proxy). Mr. Anderson has the power, in the name of and on behalf of Gold & Appel, to dispose of the 657,917 Common Shares beneficially owned by Gold & Appel under the Power-of-Attorney. (c) During the past 60 days and other than as reported in the Statement and Amendment No. 1, Amendment No. 2 and Amendment No. 3, (i) Gold & Appel purchased an aggregate 17,800 Common Shares on the NASDAQ National Market, and 44,672 Common Shares in a private transaction as reported in item 3 above, and (ii) FINDS purchased 1,000 Common Shares on the NASDAQ National Market on March 2, 1998 at $36.00 per share, and 2,000 Common Shares on the NASDAQ National Market on March 4, 1998 at $36.75 per share. 5 (d) No person is known by Gold & Appel nor by Mr. Anderson to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by Gold & Appel or Mr. Anderson. Until the delivery of the Common Shares to Gold & Appel pursuant to the Agreement, Mr. Alward has the sole right to receive dividends paid on the 69,000 Common Shares subject to the Agreement. Mr. Alward has the sole right to receive the proceeds from the sale of said shares. (e) Not applicable. ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH ------------------------------------------------------------ RESPECT TO SECURITIES OF THE ISSUER. ----------------------------------- Item 6 is amended as follows: Except for the Power-of-Attorney, the Joint Filing Agreement attached to this Statement as Exhibit 7.1 and the Agreement, Proxy Agreement and Stock Sale and Option Agreement described in item 3 above, neither Gold & Appel nor Mr. Anderson has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to the transfer of any of the Common Shares, beneficially owned by Gold & Appel or Mr. Anderson, finder's fees, joint ventures, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. --------------------------------- Exhibit 7.1 Joint Filing Agreement with respect to the joint filing of this Amendment No. 3 to Schedule 13D. Exhibit 7.2 Proxy Agreement dated Febaruary 24, 1998, between Kevin A. Alward and Gold & Appel. Exhibit 7.3 Stock Sale and Option Agreement dated February 20, 1998, between Gold & Appel and Jeff Slater. 6 SIGNATURES ---------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 4 to Schedule 13D is true, complete and correct. Date: March 13, 1998 Gold & Appel Transfer, S.A., a British Virgin Islands corporation By /s/ Walt Anderson ----------------------------------- Walt Anderson, Attorney-in-Fact for Gold & Appel Transfer, S.A. /s/ Walt Anderson ----------------------------------- Walt Anderson 7 EX-7 2 EXHIBIT 7.1 EXHIBIT 7.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Amendment No. 4 to Schedule 13D to which this Joint Filing Agreement is attached as Exhibit 7.1, is filed on behalf of each of us. Date: March 13, 1998 Gold & Appel Transfer, S.A., a British Virgin Islands corporation By /s/ Walt Anderson ----------------------------------- Walt Anderson, Attorney-in-Fact for Gold & Appel Transfer, S.A. /s/ Walt Anderson ----------------------------------- Walt Anderson 8 EX-7 3 EXHIBIT 7.2 EXHIBIT 7.2 PROXY AGREEMENT For good and valuable consideration, and as contemplated by Section 5 of that Agreement to Purchase Stock made as of January 6, 1998 between Kevin A. Alward of 182 Powell Road, Allendale, New Jersey 07401 ("Alward"), and Gold & Appel Transfer, S.A., a British Virgin Islands corporation ("G&A"), in respect of 69,000 shares of common stock, par value $0.05 per share, of Total-Tel USA Communications, Inc., a Delaware corporation (the "Company"), which 69,000 shares (the "Shares") Alward owns, beneficially or of record, and has agreed to sell to G&A in October 1998 under the above-mentioned Agreement to Purchase Stock (the "Agreement"), Alward hereby constitutes and appoints G&A as the sole and exclusive and true and lawful agent, attorney-in-fact and proxy of Alward, with full power of substitution and resubstitution, to vote or direct the voting of the Shares, at any and all annual or special meetings of the holders of the Company's common stock, and otherwise to act in respect of the Shares by written consent in lieu of a meeting of stockholders, even while the Shares remain registered in Alward's name, as fully as Alward could vote and act, on any election of directors of the Company and on any other matters submitted to the stockholders, whether or not required by applicable law, including, without limitation, mergers, consolidations, asset sales and amendments to the Company's certificate of incorporation, and to exercise all of Alward's rights in respect of the Shares to call a meeting of the Company's stockholders to consider any of the foregoing or any other matter, all until the earlier of (a) G&A's payment of the full purchase price for the Shares under the Agreement and (b) the date of termination of such Agreement pursuant to Section 3 thereof (the "Termination Date"). Alward also hereby agrees (a) to execute such additional documents and to take such additional actions as G&A may request to effectuate or further secure and protect the rights of G&A under the foregoing proxy (the "Proxy"); (b) that the Proxy is coupled with an interest in the Shares and in the Company, and shall be irrevocable until the Termination Date; (c) that Alward will cause the record owner of the Shares, if different from himself, to vote such Shares in conformity with the purpose of this Proxy; (d) that if any additional common stock or other capital stock of the Company is distributed 9 in respect of the Shares, whether as a dividend or otherwise, such capital stock shall automatically become subject to this Proxy and deemed to be "Shares" for all purposes hereof; (e) the term "Company" for all purposes hereof and of all rights of G&A hereunder shall mean, in addition to Total-Tel Communications, Inc., any corporation or corporation's successor to it, and if such succession occurs, the successor corporation's capital stock received by Alward in respect of the Shares shall automatically be subject to this Proxy and deemed to be "Shares" for all purposes hereof; (f) that G&A's rights hereunder are unique and that G&A will not have adequate remedies at law for Alward's failure to perform his obligations hereunder and, as a result, G&A shall have the right to specific performance and equitable injunctive relief for the enforcement of such obligations; (g) [clause deleted by the parties hereto]; and (h) that this Proxy shall be governed by the laws of the State of Delaware. Dated: February 24, 1998 /s/ Kevin A. Alward ------------------------------- Kevin A. Alward Accepted as of the date first written above: Gold & Appel Transfer, S.A. By: /s/ Walt Anderson ------------------------------------ Walt Anderson, as Attorney-in-Fact 10 EX-7 4 EXHIBIT 7.3 EXHIBIT 7.3 STOCK SALE AND OPTION AGREEMENT This last and final agreement is made by Gold and Appel Transfer S.A. (G&A) a British Virgin Islands Corporation located at Omar Hodges Building, Wickhams Cay, Road Town, Tortula, British Virgin Islands and Jeff Slater (JS) an individual, residing at W69 N450 Fox Pointe Avenue, Cedarburg, WI 53012, and supercedes all previous written and oral agreements. THE PARTIES AGREE AS FOLLOWS: 1. JS warrants that he owns 4,772 shares of TotalTel stock (symbol TELU) in certificate form. JS further warrants that he has options which give him the right to purchase up to 34,900 shares of TotalTel. JS further warrants he holds options which give him the right to purchase up to 5,000 unregistered shares of TotalTel. 2. JS warrants that the 4,772 shares, 34,900 stock options and the 5,000 unregistered stock options are free of any lien or encumbrances and that he has the right to exercise these options at any time by paying the option price. 3. G&A warrants that once it obtains the 5,000 unregistered shares that it shall either hold the unregistered TotalTel shares for investment purposes only or shall register the TotalTel shares itself at its expense or shall compel TotalTel to register the shares at its expense. G&A shall indemnify and hold JS harmless should it not be able to register, sell, or otherwise dispose of the unregistered TotalTel shares. G&A further agrees to bear all legal costs whatsoever associated with the registration or disposal of the unregistered shares. 4. JS agrees to sell G&A 4,772 shares of TotalTel stock for $326,619. Immediately upon the receipt of $326,619 US Dollars, and in no case later than one working day, JS agrees to deliver via overnight courier or in person the stock certificate for the 4,772 shares and also to deliver via separate overnight courier package or in person a valid stock transfer power ordering the transfer of shares to G&A. Stock transfer power must be properly notarized by an authorized bank or brokerage firm. 5. JS agrees to sell an OPTION to G&A which will grant G&A the right to purchase shares from JS. This OPTION will have the following conditions: - G&A will make a one-time payment of $1 US Dollar for this OPTION. - G&A shall have the option to purchase 34,900 shares of TotalTel stock from JS for a price of $30 per share by giving notice in writing. Immediately upon giving notice in writing, JS agrees to immediately, but in no case later than five (5) working days, pay TotalTel the appropriate amount to exercise these options for 34,900 shares and to 11 have the shares placed in the form of a stock certificate in the name of JS and arrange to have this certificate delivered to him as soon as possible and to notify G&A of such delivery. - Upon notification of delivery G&A shall provide payment of $1,047,000 US Dollars via wire transfer or other mutually agreed upon exchange. Immediately upon receipt of such payment, and in no case later than one (1) working day, JS agrees to deliver via overnight courier or in person the stock certificate for the 34,900 shares and also to deliver via separate overnight courier package or in person a valid stock transfer power ordering the transfer of shares to G&A. Stock transfer power must be properly notarized by an authorized bank or brokerage firm. - G&A shall have the option to purchase 5,000 unregistered shares of TotalTel for $30 per share. G&A shall provide to JS a letter or other such form which states that G&A understands such shares have not been registered by TotalTel under the Securities Act of 1933, and that G&A intends to hold the shares for investment purposes only. Upon receiving such notice in writing, JS agrees to immediately, but in no case later than five (5) working days, pay TotalTel the appropriate amount to exercise these options for 5,000 unregistered shares and to have the shares placed in the form of a restricted stock certificate in the name of JS and arrange to have this certificate delivered to him as soon as possible and to notify G&A of such delivery. - Upon notification of such delivery, G&A shall provide payment of $150,000 US Dollars via wire transfer or other mutually agreed upon exchange. Immediately upon receipt of such payment, and in no case later than one (1) working day, JS agrees to deliver via overnight courier or in person the restricted stock certificate for the 5,000 shares and also to deliver via separate overnight courier package or in person a valid stock transfer power ordering the transfer of shares to G&A. Stock transfer power must be properly notarized by an authorized bank or brokerage firm. - The intent of this OPTION by both parties is for G&A to be able to acquire all 44,672 TotalTel shares from JS in the most rapid and timely fashion possible. Time is of the essence in this transaction and JS and G&A agree to act at all times to complete this transaction as rapidly as possible. - This OPTION shall remain in effect for a period of 180 days from the date this agreement is signed. In the event G&A does not exercise its 12 rights under this OPTION, then this OPTION will lapse and the OPTION payment shall be kept by JS. In addition, should this OPTION lapse, the parties agree that damages to JS shall be difficult or impossible to ascertain. Therefore, G&A shall pay to JS a cancellation fee of $178,688 as liquidated damages should this OPTION lapse. In the event that G&A exercises any of its rights under this OPTION the terms and conditions of this OPTION will remain until all shares are delivered to G&A. - In the event JS is not able to comply with the terms of this OPTION for these shares within the 180 day period, then the purchase price of the option will be refunded to G&A immediately. In the event JS has made a good faith effort to acquire all shares contemplated under this option, but is not able to deliver said shares, G&A shall use its best efforts to assist in the delivery of said shares and shall hold this OPTION open during such time. 6. All payments under this agreement shall be made via wire transfer per instructions given by each party in writing unless other arrangements are made and mutually agreed in writing by both parties. 7. This agreement shall be interpreted under the laws of Virginia. 8. All notices to be delivered under this agreement will be considered delivered if sent via courier with signed receipt to the address above for JS and to the address and contact below for G&A: Walt Anderson c/o Entree International 3050 K Street, NW, Suite 250 Washington, DC 20007 Phone 202-467-1189 9. No party to this agreement may assign or transfer the obligations hereunder. 13 10. If any portion of this agreement is found to be unenforceable for any reason then all other parts of the agreement will still be binding on the parties. Jeff Slater Gold and Appel Transfer /s/ Jeff Slater /s/ Walt Anderson - -------------------------- ---------------------------- (Signature) (Signature) 2/20/98 2/21/98 - -------------------------- ---------------------------- Date Date 14 -----END PRIVACY-ENHANCED MESSAGE-----