Preview | Agreement and Plan of Acquisition |

2. The Purchaser wishes to purchase, and the Corporation wishes to sell, 80% of the shares in the capital of the Corporation on the terms and conditions herein contained;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements herein contained and the sum of $1.00 of lawful money of United States and other good and valuable consideration paid by each of the parties hereto to each of the other parties hereto (the receipt and sufficiency of which are hereby acknowledged), it is agreed between the parties hereto as follows:

ARTICLE 1 _ Interpretation

1.1 Defined Terms.

In this Agreement and in the schedules hereto, unless there is something in the subject matter or context inconsistent therewith, the following terms and expressions will have the following meanings:

(a) "Affiliate" of any person means any corporation which, directly or indirectly, is controlled by, controls or is under direct or indirect common control with such person;

(b)"arm's length" will have the meaning of a transaction between financially unrelated companies or between persons in which each acts in their own self-interest;

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(c) "Audited Financial Statements" means the audited consolidated financial statements of the Corporation as at and for the fiscal year ended December 31, 2004, including but not limited to a balance sheet, an income statement, a statement of changes in financial position and together with the notes thereto and the opinion of the Corporation's auditors thereon, a copy of which is attached hereto as Schedule A, all prepared in accordance with generally accepted accounting principles, consistently applied;

(d) "Audited Statements Date" means date of Audited Financial Statements;

(e) "Business" means the business carried on by the Corporation which primarily involves the location in Duluth, Georgia, Macro Communications, Inc. and its facilities based Application Service Provider, ASP. Macro?s lines of business includes; prepaid calling card platforms, international gateway and arbitrage services, enhanced IVR solutions, co-location services and emerging technologies and Universal Point of Sale Activation Services;

(f)"Business Day" means any day on which the Main Branch of the Bank of America is open for business;

(g) "Closing Date" means September 22, 2005, or such other date as the Corporation and Purchaser may agree upon;

(h) "Closing Time" means 10:00 A.M. EST in Atlanta, Georgia on the Closing Date or such other time on the Closing Date as the parties hereto may agree upon;

(i) "Condition" of the Corporation means the condition of the assets, liabilities, operations, activities, earnings, prospects, affairs or financial position of the Corporation;

(j) "Control" means, with respect to any corporation, the ownership of more than 50% of the voting shares of that corporation, including any shares which are voting only upon the occurrence of a contingency where such contingency has occurred and is continuing;

(k) "Corporation" means Macro Communications, Inc.;

(l) "Encumbrances" means mortgages, charges, pledges, security interests, liens, encumbrances, actions, claims, demands and equities of any nature whatsoever or howsoever arising and any rights or privileges capable of becoming any of the foregoing;

(m) "generally accepted accounting principles" means the accounting principles so described and promulgated by the American Institute of Chartered Accountants which are applicable as at the date on which any calculation made hereunder is to be effective or as at the date of any financial statements referred to herein, as the case may be;

(n) "Interim Financial Statements" means the consolidated financial statements of the Corporation as at and for the six (6) month period ended June 30, 2005 consisting of a balance sheet, an income statement and a statement of changes in financial position together with the notes thereto, , all prepared in accordance with generally accepted accounting principles, consistently applied;

(o) "Interim Period" means the period from and including the date of this Agreement to and including the Closing Date;

(p) "Leased Premises" means all premises leased by the Corporation under the Leases;

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(q) "Leases" means the leases and the agreements to lease under which the Corporation leases any real property, as listed in Schedule C attached hereto;

(r) "Licences" means all of the licences, registrations and qualifications to do business held by the Corporation;

(s) "Person" means and includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, government, governmental agency or board or commission or authority, and any other form of entity or organization;

(t) "Purchase Price" means the sum of $2,000,000.00 USD which is the amount payable by the Purchaser to the Corporation for all of the Purchased Shares, as provided herein; subject to audit.

(u) "Purchased Shares" means the 4000 shares of common stock to be issued by the Corporation and purchased by the Purchaser hereunder;

(v) "Real Properties" means the real properties owned by the Corporation, which are described in Schedule D attached hereto, and

(w) "Warranty Claim" means a claim made by either the Purchaser or the Corporation based on or with respect to the inaccuracy or non-performance or non-fulfilment or breach of any representation or warranty made by the other party contained in this Agreement or contained in any document or certificate given in order to carry out the transactions contemplated hereby.

1.2 Best of Knowledge.

Any reference herein to "the best of the knowledge" of the Corporation and the Shareholder will be deemed to mean the actual knowledge of the Corporation and the Shareholder and the knowledge which they would have had if they had conducted a diligent inquiry into the relevant subject matter.

1.3 Schedules and Exhibits.

The schedules and exhibits listed in this Agreement and which are attached to this Agreement are incorporated into this Agreement by reference and are deemed to be part hereof.

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1.4 Currency.

Unless otherwise indicated, all dollar amounts referred to in this Agreement are in lawful money of United States.

1.5 Choice of Law and Attornment.

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada and the laws of the United States applicable therein.

The parties agree that the courts of the State of Nevada will have exclusive jurisdiction to determine all disputes and claims arising between the parties.

1.6 Interpretation Not Affected by Headings or Party Drafting.

The division of this Agreement into articles, sections, paragraphs, subsections and clauses and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof", "herein", "hereunder" and similar expressions refer to this Agreement and the schedules hereto and not to any particular article, section, paragraph, clause or other portion hereof and include any agreement or instrument supplementary or ancillary hereto. The parties hereto acknowledges that their respective legal counsel have reviewed and participated in settling the terms of this Agreement, and the parties hereby agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting party shall not be applicable in the interpretation of this Agreement.

1.7 Number and Gender.

In this Agreement, unless there is something in the subject matter or context inconsistent therewith:

(a)

words in the singular number include the plural and such words shall be construed as if the plural had been used;

(b)

words in the plural include the singular and such words shall be construed as if the singular had been used, and

(c)

words importing the use of any gender shall include all genders where the context or party referred to so requires, and the rest of the sentence shall be construed as if the necessary grammatical and terminological changes had been made.

1.8 Time of Essence.

Time shall be of the essence hereof.

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ARTICLE 2 Purchase and Sale

2.1 Purchased Shares.

On the terms and subject to the fulfilment of the conditions hereof, the Corporation will issue and sell to the Purchaser, and the Purchaser will purchase and accept from the Corporation, the Purchased Shares. The Corporation shall issue and deliver the Purchased Shares at Closing. The Purchased Shares be subject to the Pledge Agreement and Escrow Agreement hereunder. The Purchased Shares shall be issued as restricted securities and exempt from registration under the Securities Act of 1933 and comparable state law, and accordingly, shall include a restrictive legend thereon.

2.2 Purchase Price.

(a) The price payable by the Purchaser to the Corporation for the Purchased Shares will be the sum of $2,000,000.00 USD;

2.3 Payment of Purchase Price.

The Purchase Price will be paid as follows:

(a) At the Closing Time, the Purchaser will pay to the Corporation, the sum of $1.00, and balance of funds as outlined herein;

(b) A payment in the form bank cashier's check or bank wire, payable to the order of the Corporation in the amount of Seventy Thousand Dollars ($70,000.00). This payment is acknowledged by the parties as being paid in full and received by the Corporation towards the Purchase Price prior to the Closing Date.

(c) Purchaser?s promissory note, dated as of the date of this Agreement, in the principal amount of One Million Nine Hundred Thirty-Thousand Dollars ($1,930,000.00) (the "Promissory Note") and less any funds advanced prior to the time of closing.

(d) This Promissory Note shall be in the form of Exhibit A. The Promissory Note shall be secured by the Purchased Shares pursuant to a Pledge Agreement in the form of Exhibit B.

(e) A portion of the Purchase Price will be applied to unsettled debt of the Corporation as per a use of proceeds budget agreed to by the Purchaser and Corporation. The Corporation and the Shareholder and their Affiliates will have received releases from all necessary parties, in a form acceptable to the Corporation's and Shareholder's counsel, whereby the Corporation and the Shareholder and their Affiliates are unconditionally released from all guarantees, covenants and other arrangements providing financial assistance or support to or on behalf of the Corporation.

(f) The parties will execute at Closing an Escrow Agreement, a copy of which is attached hereto as Schedule E, governing the release of the Purchased Shares as per the terms of the Pledge Agreement.

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ARTICLE 3 Representations and Warranties

3.1 Representations and Warranties by the Corporation and the Shareholder.

The Corporation and the Shareholder hereby jointly and severally represent and warrant to the Purchaser as follows, and confirm that the Purchaser is relying upon the accuracy of each of such representations and warranties in connection with the purchase of the Purchased Shares and the completion of the other transactions hereunder:

(1)

Corporate Authority and Binding Obligation. The Corporation has good right, full corporate power and absolute authority to enter into this Agreement and to issue and sell the Purchased Shares to the Purchaser in the manner contemplated herein and to perform all of the Corporation's obligations under this Agreement. The Shareholder has good right, full power and authority to enter into this Agreement and to perform all of the Shareholder's obligations under this Agreement. The Corporation?s shareholders and boards of directors have taken all necessary or desirable actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of this Agreement and the issuance and sale of the Purchased Shares by the Corporation to the Purchaser. This Agreement is a legal, valid and binding obligation of the Corporation and the Shareholder, enforceable against each of them in accordance with its terms subject to:

(a) Bankruptcy, insolvency, moratorium, reorganisation and other laws relating to or affecting the enforcement of creditors' rights generally, and

(b) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court.

(2)

No Other Purchase Agreements. No person has any agreement, option, understanding or commitment, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, option or commitment, including convertible securities, warrants or convertible obligations of any nature, for:

(a) the purchase, subscription, allotment or issuance of, or conversion into, any of the unissued shares in the capital of the Corporation or any securities of the Corporation;

(b) the purchase from the Corporation of any of the Purchased Shares, or

(c) the purchase or other acquisition from the Corporation of any its undertaking, property or assets, other than in the ordinary course of the Business.

(3)

Contractual and Regulatory Approvals. Except as specified in Schedule F attached hereto, the Corporation is not under any obligation, contractual or otherwise, to request or obtain the consent of any person, and no permits, licenses, certifications, authorisations or approvals of, or notifications to, any federal, State, municipal or local government or governmental agency, board, commission or authority are required to be obtained by the Corporation or the Corporation:

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