EXHIBIT 10.2A


                            ASSET PURCHASE AGREEMENT

         This Asset Purchase Agreement ("Agreement") is entered into as of
November 26, 2002, at Stockton, California, by and between InReach Internet
LLC, a California Limited Liability Company, ("InReach") and Northcoast
Internet, Inc., a California Corporation.

         Seller wishes to sell certain business assets to InReach and InReach
wishes to purchase such assets on the following terms and conditions:

         1.       TRANSFER OF ASSETS

         Seller hereby irrevocably transfers, sets over and assigns to InReach
the tangible and intangible personal property identified in Schedule "A"
attached to this Agreement and made a part hereof (the "Assets"). The Assets are
sold to InReach free and clear of any liens, title claims, encumbrances or
security interests. Except as otherwise indicated, Schedule "A" is a complete
and accurate list describing and specifying the location of all the tangible and
intangible personal property owned by, in the possession of, or used by Seller
in connection with its business.

         2.       PURCHASE PRICE

         Seller and InReach agree that the purchase price of the Assets shall be
as identified in Schedule "B" attached to this Agreement and made a part hereof
(The "Purchase Price"). Each Party to this Agreement agrees to report this
transaction for federal and/or state tax purposes in accordance with the
allocation of the Purchase Price, if applicable, set forth in Schedule "B".

         3.       DUE DILIGENCE AND CLOSE, ACCEPTANCE OF CONDITION OF ASSETS

         (a) Seller and InReach will perform due diligence between the date of
this Agreement and the closing date ("Close") which will be thirty (30) days
from the date of this Agreement or December 1, 2002, which is agreed on by both
buyer and seller. Seller will provide access to all information reasonably
requested by InReach during due diligence and will assist InReach as necessary.
During the Due Diligence process customer accounts will be identified by their
user names only. Seller and Purchaser will agree on a final Asset Schedule and
Purchase Price adjustments prior to Close.

         (b) InReach will evaluate the condition of the Assets during Due
Diligence and report any objections, deficiencies or problems to Seller. If
Seller is unable to correct the objections, deficiencies or problems to the
reasonable satisfaction of InReach before, Close, InReach shall have the right
to elect to terminate and cancel this Agreement, in which case, any
consideration paid by InReach to Seller shall be returned to InReach and the
parties will have no further obligations hereunder.


                                       1
<PAGE>

         4.       TECHNICAL AND CUSTOMER SERVICE SUPPORT FROM SELLER

         Seller agrees to continue to furnish technical and customer service
support in connection with the Assets and to assist and support InReach during
the transfer of the Assets in the manner as described in Schedule "C" attached
to this Agreement and made a part hereof.

         5.       NO ASSUMPTION OF LIABILITIES

         Seller and InReach acknowledge and agree that InReach is not assuming
and is and will not be responsible for any liabilities or obligations whatsoever
of Seller, whether, known or unknown, direct, indirect, contingent or otherwise,
except as expressly set forth in this Agreement. The exception being that in
light of the fact that the unearned revenue is being deducted from the total
proceeds, InReach shall , to those customers who have prepaid, agree to assume
the responsibility of providing the commensurate service.

         6.       RIGHTS GRANTED TO SELLER

         InReach grants to Seller the rights and licenses related to the Assets
as described in Schedule "D" attached to this Agreement and made a part hereof.

         7.       REPRESENTATIONS AND WARRANTIES OF SELLER

         To induce InReach to purchase the Assets of Seller upon the terms and
conditions contained in this Agreement, Seller represents and warrants to
InReach as follows:

         (a) Compliance with Acceptable Use Policy. Seller has read and
understands the InReach Acceptable Use Policy ("AUP") as published as of the
date of this Agreement at InReach's web Site at HTTP://WWW.INREACH.COM/AUP . To
the best of Seller's knowledge, none of its customers having Internet Dial-up
Access Accounts included as Assets to this transaction, fail or may tend to fail
to comply with the terms of the AUP, except as Seller has disclosed to InReach,
in writing, prior to the date of this Agreement.

         (b) Condition of Internet Dial-up Access Accounts. Seller has disclosed
to InReach, in writing, all information that it possesses as to any of Seller's
customers having Internet Dial-up Access Accounts included as Assets to this
transaction, who have any unusual or offensive habits, who have extraordinary
access, time or bandwidth requirements or burdens, who require customer to modem
ratios lower than 8 to 1, or who Seller has reason to believe are not long-term
customers who are likely to maintain their Internet Dial-up Access Accounts
after those accounts are transferred to InReach under this Agreement.

         (c) Organization, Good Standing, Power, etc. Seller is a corporation,
partnership, or sole proprietorship duly organized, validly existing and in good
standing under the laws of the State of California, and has full and lawful
authority to carry on the business as it is now carried on and conducted, and to
operate and own the assets, properties and business now owned or leased and
operated by it.


                                       2
<PAGE>


         (d) Authority to Make and Perform this Agreement. Seller has due and
valid authority to make, execute, deliver and enter into this Agreement and to
perform each and all of its obligations under and pursuant to this Agreement, to
transfer all of the Assets to InReach pursuant to, and upon the terms and
conditions set forth in this Agreement, and to consummate the transactions
contemplated by this Agreement. On the date of execution of this Agreement, this
Agreement will constitute a valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms.

         (e) Validity of this Agreement. The execution, delivery and performance
of this Agreement by Seller and the consummation of the transactions
contemplated hereby does not and will not violate, with, or without the giving
of notice or the lapse of time, or both, any provisions of law applicable to
Seller and will not conflict with, or result in the breach or termination of any
provision of, or constitute a default under, or result in the creation of any
lien, charge or encumbrance upon any of the properties, assets or business of
Seller pursuant to, Seller's Certificate of Incorporation or By-Laws, or any
indenture, mortgage, deed of trust, or other instrument or agreement or any
order, judgment or decree to which Seller is as party or by which any of
Seller's assets and properties are bound (except those as to which consents,
releases or waivers have been, or on or prior to the date of the execution of
this Agreement will be, obtained). Neither Seller nor any of its assets or
properties is subject to any charter provision, bylaw, mortgage, lease,
agreement, instrument, order, judgment, decree, law, statute, ordinance or
regulation or any other restriction of any kind or character which would prevent
Seller from entering into this Agreement or from consummating the transactions
contemplated hereby (except those as to which consents, releases or waivers have
been, or on or prior to the date of execution of this Agreement will be,
obtained) and no governmental approvals of this Agreement or the transactions
contemplated hereby are required.

         (f) Absence of Certain Changes or Events. Except as may be disclosed in
writing to InReach prior to execution of this Agreement, the business,
properties, financial position and operations of Seller have not been adversely
affected in any material way which would prevent the business of the Seller from
being carried on by InReach, in essentially the same manner in which it is
presently being carried on.

         (g) Tax Matters. Seller has prepared and filed with the appropriate
federal, state and local governmental agencies all tax returns required to be
filed; Seller has paid (or will pay or contest in a proper and prudent manner)
all taxes due and owing by it for all years open to review, including but not
limited to, all taxes shown to be due on such tax returns and on all assessments
received by Seller to the extent that such assessments have become due. Seller
is not delinquent in the payment of any taxes claimed to be due by any federal,
state or local taxing authorities. Seller has not executed or filed with the
Internal Revenue Service or any other taxing authority any waiver or extension
of any statute of limitations governing the time of assessment or collection of
any federal, state or local taxes. As of the date hereof, except as disclosed in
Schedule "E" attached to this Agreement, Seller is not a party to any pending
action or proceeding by any governmental authority for assessment or collection
of taxes, and no claim of assessment or collection of taxes has been asserted
against Seller.


                                       3
<PAGE>

         (h) Title of Properties Absence of Liens and Encumbrances, etc. Seller
has good and marketable title to all of the Assets, free and clear of all
mortgages, pledges, security interests, claims, liens and encumbrances, except
those disclosed in Schedule "F" attached to this Agreement. No person, firm or
corporation has any written or oral agreement, option, understanding or
commitment or any right or privilege capable of becoming an agreement, for the
purchase from Seller of any of the Assets.

         (i) Properties, Contracts and Other Data. Attached hereto as Schedule
"G" and made a part hereof is a complete and accurate list of the following: (1)
All personal property leases, pertaining to the assets being conveyed, to which
Seller is a party, (2) All existing Contracts relating to the Assets, and (3)
Any and all forms of written purchase or sales contracts or orders, or
warranties covering or relating to the Assets. True and complete copies of the
documents referred to in Schedule "G" have been delivered to InReach on or
before the date of this Agreement. To Seller's best knowledge, all leases,
policies, licenses, applications, contracts, and commitments referred to in
Schedule "G" are valid and enforceable in accordance with their respective
written terms, the validity or enforceability thereof has not been questioned in
litigation or any threatened litigation and Seller is not, and no other party
thereto is, in default in performance of any of their respective obligations
thereunder. There are no existing laws, regulations or decrees, nor any proposed
laws, regulations or decrees known to Seller, which adversely affect any such
leases, policies, licenses, applications, agreements, contracts or commitments.

         (j) Litigation, etc. Except as disclosed in Schedule "H" attached to
this Agreement, there are no claims, actions, suits, proceedings or
investigations, at law or in equity, or before or by any federal, state,
municipal or other governmental instrumentality or agency, foreign or domestic,
pending, or, so far as known to Seller, threatened against or relating to
Seller, or its properties or business, or the transactions contemplated by this
Agreement, which might result in any adverse change in the business, properties,
operations, prospects, or assets of the Seller, or in the condition, financial,
or otherwise, of Seller, or in the ability of Seller to comply with the
provisions of this Agreement, nor is there any basis known to Seller for any
such claim, action, suit, proceeding or investigation.

         (k) Licenses and Permits. Seller has obtained all necessary
governmental or other regulatory licenses, permits and authorizations required
for the conduct of the business of the Seller as to the Assets in the manner in
which such business of the Seller is currently being conducted, and there are no
proceedings pending or, to the knowledge of Seller, threatened which may result
in the revocation, cancellation or suspension, or any materially adverse
modification, of any such licenses, permits or authorizations.


                                       4
<PAGE>

         (l) Consent to Transfer. All leases, policies, licenses, applications,
contracts and commitments constituting part of the Assets and all necessary
governmental or other regulatory licenses, permits and authorizations are
transferable upon the consummation of the transactions contemplated by this
Agreement without the consent of, or being subject to a right of first refusal
in, another party except (i) where the necessary consent or waiver of such right
has been obtained or will have been obtained prior the date of execution of this
Agreement, (ii) where the lease, commitment, permit or authorization is not
material to the business and operation of the Seller or (iii) where Seller's
counsel has delivered to InReach, on or before the date of execution of this
Agreement, an opinion of such counsel satisfactory to InReach that such consent
or waiver is not required as a matter of law.

         (m) Compliance with Applicable Laws. The conduct of the business of the
Seller with respect to the Assets as presently carried on and conducted does not
violate or infringe any domestic or foreign (federal or local) laws, statutes,
ordinances, or regulations or any right or concession, patent, trademark, trade
name, copyright, know-how or other proprietary rights of others, the enforcement
of which would materially and adversely affect the business of the Seller or the
value of the Assets. Seller has not received notice of any violation of any
applicable law, ordinance, regulation or requirement relating to the business of
the Seller or relating to its owned or leased properties used in connection with
or relating to the Seller.

         (n) Condition of Assets. All of the Assets are in good operating order,
reasonable wear and tear of computer hardware excepted.

         (o) No Legal Bar. Seller is not a party to, subject to or bound by any
judgment, order, writ, prohibition, injunction or decree of any court,
governmental body (and to Seller's knowledge no action or proceeding is pending
against Seller) which would prevent the execution, delivery or performance of
this Agreement by Seller or the sale of the Assets to InReach pursuant to the
terms hereof.

         (p) Other Information. The information concerning Seller set forth in
this Agreement, the Schedules attached hereto, any statement, document or
certificate furnished or to be furnished to InReach pursuant hereto, taken
together do not and will not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements and facts
contained herein or therein, in light of the circumstances in which they are
made, not false or misleading.

         8. CONDITIONS PRECEDENT TO OBLIGATIONS OF INREACH

         The obligations of InReach under this Agreement are subject to the
occurrence at or prior to the Close of each of the following conditions any or
all of which may be waived in whole or in part by InReach, but which waiver must
be in writing.


                                       5
<PAGE>

         (a) Approval of Assets. InReach shall have approved and accepted the
condition of the Assets during the Due Diligence period and the parties shall
have agreed upon any pricing adjustments.

         (b) Accuracy of Representations and Warranties. The representations and
warranties of Seller herein contained shall be true on and as of the Close.

         (c) Performance of Agreements. Seller shall have performed or cause to
have been performed all obligations, covenants and agreements and complied with
all covenants and conditions contained in this Agreement to be performed or
complied with by Seller on or prior to the Close.

         (d) Instrument of Transfer and Related Documents. Seller shall have
executed and delivered to InReach all Instruments of Transfer and such bills of
sale, assignments and other instruments or documents containing the usual and
customary covenants and warranties of title as shall, in the opinion of
InReach's legal counsel, be reasonably required to vest good and marketable
title in and to the Assets of Seller in InReach, free, clear and discharged of
and from any and all liens, charges, equities, security interests, encumbrances
and claims and demands of every conceivable kind and character whatsoever.

         (e) Litigation. No injunction against the consummation of the
transactions contemplated by this Agreement shall be extant in favor of a
shareholder of Seller or any private party and no action shall be pending or
threatened in writing whereby a governmental agency or authority seeks or
threatens to seek the prevention of the consummation of the transaction
contemplated by this Agreement.

         (f) Taxes. Seller shall have provided InReach with receipts of payment
issued by the appropriate authority to the effect that all requisite taxes
relating to the Assets and their sale which are due have been paid by Seller.

         (g) Requisite Corporate Action. If Seller is a corporation of Limited
Liability Company, Seller shall have taken or caused to be taken, in accordance
with the provisions of applicable law, all requisite corporate action to
authorize and approve the execution and delivery of this Agreement and the
transactions contemplated hereby. Seller shall provide InReach with copies of
such actions by Seller's Board of Directors and shareholders, certified by the
Secretary of Seller.

         (h) Compliance With Bulk Sales Law. The sale and purchase of the Assets
pursuant to this contract shall be conducted according to and in full compliance
with the requirements of the Bulk Transfers Division of the Uniform Commercial
Code of the State of California.


                                       6
<PAGE>

         (i) Opinion of Seller's Counsel. If requested by InReach, InReach shall
have been furnished at the Close with an opinion of independent counsel to
Seller, dated at the Close, in form and substance satisfactory to InReach.

         (J) Review of final documents. The sale is subject to review and
approval of the final documents of sale, including the schedules to this
agreement, by InReach and the Seller and/or their attorneys, prior to close.

         9. DISPUTES AND REMEDIES

         (a) Arbitration. Any controversy or claim arising out of, or relating
to, this agreement, or the making, performance, or interpretation of it, shall
be settled by arbitration in San Francisco, California under the commercial
arbitration rules of JAMS then existing, and judgment on the arbitration award
may be entered in any court having jurisdiction over the subject matter of the
controversy. Arbitrators shall be attorneys or judges with experience in matters
pertaining to commercial asset acquisitions.

         (b) Recovery of Litigation Costs. If any legal action or any
arbitration or other proceeding is brought for the enforcement of this
agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this agreement,
the successful or prevailing party or parties shall be entitled to recover
reasonable attorneys' fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be entitled.

         10. NON-COMPETITION

         Except as otherwise provided in this Agreement, Seller agrees that it
will not compete within the Tidepool, Northcoast service areas at any time
within a twelve month period immediately following the date of this Agreement
directly.

         11.      CONFIDENTIAL INFORMATION

         InReach and Seller agree not to divulge, communicate, use to the
detriment of each other or for the benefit of any other person or persons, or
misuse in any way, any confidential information of each other including but not
limited to, personnel information, know-how and customer lists. InReach and
Seller agree not to disclose any information or details regarding the operations
of each other , including, without limitation: financial arrangements with each
other , marketing strategies, business plans, customer identification, business
and proprietary information; with any other entity or individual without the
express written permission of InReach. InReach and Seller understand and agree
that all such information and data made available to each other is deemed
private, proprietary, and confidential business information of InReach and
Seller. The exception being whatever disclosures are required of Seller, as a
public company, by law.


                                       7
<PAGE>

         12.      INDEMNIFICATION

           Seller hereby agrees to defend, indemnify and hold harmless InReach
in respect of any claim, loss, damages, action, suit, proceeding, deficiency or
expense (including without limitation legal and accounting fees and costs)
resulting or arising from or in connection with (i) any misrepresentation,
breach of any warranty, obligation, covenant or agreement or default on the part
of Seller under this Agreement and the Schedules hereto and/or any instrument,
certificate or other documents required to be furnished to InReach by Seller;
(ii) any claims of breach of an express or implied warranty, negligence or
strict liability in connection with the sale or distribution by Seller made to a
third party of any of Seller's services or products at any time on or prior to
the date of the this Agreement; (iii) any and all third party liabilities,
commitments and obligations (whether absolute, accrued, contingent or otherwise)
of Seller, not expressly assumed by InReach, whether arising out of the
transactions contemplated hereby or otherwise; or (iv) non-compliance with the
bulk sale provisions of the California Commercial Code. InReach shall be
entitled at any time to direct the defense or settlement of any indemnified
claim, action or proceeding with counsel of its own choice.

         13.      LIMITATION OF WARRANTY

         InReach makes no warranties of any kind, whether express or implied,
for service or support it may provide pursuant to the terms of this Agreement.
InReach also disclaims any warranty of merchantability or fitness for a
particular purpose with respect to its own products and services. InReach will
not be responsible for damages suffered by Seller or any of Seller's customers,
including, without limitation, incidental or consequential damages or lost
profits.

         14.      MISCELLANEOUS

         (a)  Notices: Any notices required to be given to Seller pursuant to
              this Agreement may be given by facsimile transmission, or by
              certified mail, return receipt requested, or by e-mail sent to the
              individual and to the address, fax number or e-mail address
              indicated below. Any notices required to be given to InReach may
              be given by facsimile transmission sent to (209) 320-4392, or by
              certified mail, return receipt requested, sent to "InReach
              Internet, 4635 Georgetown Place, Stockton, California 95207, or by
              e-mail sent to MANAGER@INREACH.COM.

         (b)  Governing Law. This Agreement shall be construed under and
              interpreted in accordance with the laws of the State of
              California.

         (c)  Jurisdiction. This Agreement is entered into and is to be
              performed in Stockton, San Joaquin County, California. Any lawsuit
              or proceeding commenced by either party and related to this
              Agreement must be commenced and maintained in a California state
              court located in the City of Stockton, San Joaquin County,
              California.


                                       8
<PAGE>

         (d)  Parties Bound. This Agreement shall be binding upon and inure to
              the benefit of each party hereto and each of their respective
              present, former and future heirs, executors, administrators,
              agents, servants, attorneys, representatives, employees,
              successors, predecessors, partners and assigns.

         (e)  Entire Agreement. This Agreement embodies the entire understanding
              of the parties regarding the subject matter of this Agreement and
              cannot be altered, amended or modified in any respect, except in
              writing. All prior agreements and understandings, whether written
              or oral, are expressly superseded hereby and are of no further
              force or effect.

         (e)  Severability. If any portion of this Agreement is hereafter
              construed to be invalid or unenforceable, the same shall not
              affect the remainder of this Agreement, each provision or section
              of which shall be given full effect without regard to the invalid
              portions.

         (f)  Authorization to enter into Agreement. Each of the individuals
              executing this Agreement warrants and represents that they are
              authorized to enter into this Agreement on behalf of the party
              they purport to represent.

         (g)  Effect of Headings. The subject headings of the paragraphs and
              sub-paragraphs of this agreement are included for convenience only
              and shall not affect the construction or interpretation of any of
              any of its provisions.

         (h)  Execution of Additional Documents. The parties agree to execute
              any and all documents reasonably necessary to complete and carry
              out the terms of this Agreement.

         (i)  Execution of Counter-Parts. This Agreement may be executed in
              counter-parts by the parties hereto, each of which shall be deemed
              an original, and which together shall constitute one and the same
              instrument, having the same force and effect as if a single
              original had been executed by all the parties.

         (j)  Survival of Representations, Warranties, Covenants, etc. Each
              party hereto covenants and agrees that its representations,
              warranties, covenants and agreements contained in this Agreement,
              the Exhibits thereto and in any instrument of sale, assignment,
              conveyance and transfer executed and delivered pursuant to this
              Agreement shall survive the Closing hereunder.


                                       9
<PAGE>


The undersigned hereby acknowledge, agree, and assent to the terms and
conditions of this Agreement.

   INREACH INTERNET LLC


   By: /s/ Lisa Bickford                    Date:  11/26/02
   -----------------------------            ----------------------
   Lisa Bickford, President


   NORTHCOAST INTERNET, INC.

   By: /s/ Nyhl Henson                      Date:  11/26/02
   ------------------------------           ----------------------
   (State officer position of signor)


                                       10
<PAGE>


                               SELLER INFORMATION

-------------------------------- ---------------------------------------------
Seller Business Name:            Northcoast Internet, Inc.
-------------------------------- ---------------------------------------------
Representative Name:
-------------------------------- ---------------------------------------------
Street Address:                  3144 Broadway, Suite C-5
-------------------------------- ---------------------------------------------
City, State, Zip:                Eureka, CA 95501
-------------------------------- ---------------------------------------------
Telephone Number:                707-443-6803
-------------------------------- ---------------------------------------------
Fax Number:                      707-441-0321
-------------------------------- ---------------------------------------------
E-mail Address:
-------------------------------- ---------------------------------------------




                                       11
<PAGE>



                                LIST OF SCHEDULES
                                -----------------

                             SCHEDULE "A"- ASSETS -

                         SCHEDULE "B" - PURCHASE PRICE -

       SCHEDULE "C" - TECHNICAL AND CUSTOMER SERVICE SUPPORT FROM SELLER -

                    SCHEDULE "D" - RIGHTS GRANTED TO SELLER -

                          SCHEDULE "E" - TAX MATTERS -

                     SCHEDULE "F" - LIENS AND ENCUMBRANCES -

              SCHEDULE "G" - PROPERTIES, CONTRACTS AND OTHER DATA -

                           SCHEDULE "H" - LITIGATION -



                                       12
<PAGE>


                             Schedule "A"- Assets -

 1.   Customer Dial-up accounts - Approximately 2336 dialup accounts. Actual
      number to be agreed by seller and buyer on closing date. Closing date
      preferred to be 12/01/2002.

 2.   E-mail accounts - Approximately 4086 email accounts. Actual number to be
      agreed by seller and buyer on closing date.

 3.   Web Hosting Accounts - Approximately 78 web hosting accounts. Actual
      number to be agreed by seller and buyer on closing date.

 3.   Billing System: None Data to be provided by seller in unencrypted text
      files suitable for import into InReach billing system.

 4.   Computer Systems/Servers/Routers/Racks: Any additional equipment purchased
      will be negotiated between buyer and seller at additional cost and
      separate from this agreement.

 5.   Modems: None

 6.   Lease agreements with third parties: None

 7.   Software: None

 8.   Domain names: northcoast.com, tidepool.com

 9.   Web site content: All content associated with above domains as of closing
      date.

 10.  Intellectual property rights (Copyrights, Trademarks, Patents, Trade
      Secrets): All Trademark rights associated with the domain names specified
      in section 8, above and all copyrights associated with the web site
      content specified in section 9, above. Seller agrees to provide Buyer with
      separate, recordable assignments of any IP assets in a form acceptable to
      Buyer and at Buyer's request.



                                       13
<PAGE>


                        SCHEDULE "A"- ASSETS - CONTINUED

 11.  Telephone Numbers:
      Tidepool:         (707) 825-7000 voice  (707) 825-4444 fax.
                        (707) 825-4400 support
                        (888) 928-8696 support
      Northcoast:       (707) 443-6803 voice      (707) 441-0321
      All telephone numbers associated with dialup internet access.
      Northcoast and Tidepool access numbers including:
      476-0995
      464-1400 (Crescent City)
      268-0178 (Fortuna/Carlotta, Hydesville, Loletta)





 12.  Accounts Receivable: None

 13.  Deposits: None

 14.  Security Interests: None

 15.  All Yellow Page advertising associated with phone numbers taken. No other
      advertising expenses

 16.  All Goodwill associated with Seller's assigned trade name and trademarks
      assigned under this Agreement.



                                       14
<PAGE>

                         SCHEDULE "B" - PURCHASE PRICE -

Final Purchase price to be determined on day of close based on the following
criteria and outlined on acquisition purchase price schedule provided
separately.

     1.   Asset purchase price to be 7.5 times actual monthly recurring revenue
          for all accounts in service on date of close.

     2.   See attached spreadsheet for breakdown of asset purchase payment
          schedule to consist of 10% at contract signing (to be held by the
          closing agent until closing), 50% at close (estimated to be 12/1/02),
          40% at 90 days from close.

     3.   Purchase price will be reduced by the amount of unearned revenue
          already paid to Sellerfor services not yet rendered. Unearned revenue
          amount will be agreed to by both parties on or before day of close.

"Hold back" is a portion of the purchase price that is placed in escrow to
guarantee the validity of the accounts being acquired. The "hold back
percentage" for this acquisition is 20% and shall be held by the closing agent.
Disbursement of the hold back amount shall be calculated based on the total
monthly revenue at closing minus the monthly revenue generated by the number of
remaining accounts at 120 days after close of purchase. Said amount shall be
multiplied times seven point 5 (7.5) and subtracted from the total "Gross Price
including hold back" to determine the "actual hold back amount", which shall be
disbursed to InReach within 135 days of close. The remainder, if any, shall be
disbursed to the Seller within 135 days of close. In no event shall the purchase
price be reduced by more than the "holdback" percentage.

Buyer shall provide verification of remaining customer accounts on their billing
system as of 120 days after close for sellers review.

     5.   There are no other current or outstanding contractual agreements
          between buyer and seller.



                                       15
<PAGE>


       SCHEDULE "C" - TECHNICAL AND CUSTOMER SERVICE SUPPORT FROM SELLER

Seller agrees to assist and support InReach in the following manner up to 90
days after closing date:

     1.   Seller agrees to continue to operate business as a going concern until
          close date and offer assistance as necessary to resolve billing and
          technical issues as necessary to ensure a reasonable level of service
          to customers up to and during the transition.

     2.   Seller and InReach agree to send correspondence to customers regarding
          acquisition after closing and prior to cutover of accounts at
          InReach's expense.




                                       16
<PAGE>




                     Schedule "D" - Rights Granted to Seller



     1.   Seller will be provided with five (5) InReach dialup access accounts
          and associated email accounts for a period of one (1) year from date
          of close.

     2.   No additional rights granted to seller with regard to domain name,
          website use, access to data or information, etc.




                                       17
<PAGE>


                          SCHEDULE "E" - TAX MATTERS -


         The following is a complete and accurate disclosure of all and any
continuing tax matters of Seller with regard to the Assets as identified in this
agreement:




                                       18
<PAGE>




                     SCHEDULE "F" - LIENS AND ENCUMBRANCES -


         The following is a complete and accurate disclosure of all and any
continuing liens and encumbrances with regard to the Assets as identified in
this agreement:

None exist.


                                       19
<PAGE>



SCHEDULE "G" - PROPERTIES, CONTRACTS AND OTHER DATA -


         The following is a complete and accurate disclosure of (1) All personal
property leases to which Seller is a party; (2) All existing Contracts relating
to Assets; (3) Any and all forms of written purchase or sales contracts or
orders, or warranties covering or relating to the Assets:

None related to any of the assets acquired by InReach Internet





                                       20
<PAGE>



                           SCHEDULE "H" - LITIGATION -


         The following is a complete and accurate disclosure of all and any
pending or current litigation, of which Seller is involved, as it relates to
this agreement: