EXHIBIT 10.49
                                                                   -------------

                            ASSET PURCHASE AGREEMENT

THIS  AGREEMENT  is  made and entered into this 19th day of April, 2001, between
Electronic  Clearing  House, Inc., a Nevada corporation with its principal place
of  business  located  at 28001 Dorothy Drive, Agoura Hills, CA 91301 ("Buyer"),
and  National Check Network, Inc., a South Dakota corporation with its principal
place  of business located at 2502 S. Alpine Rd., Rockford, IL 61108 ("NCN") and
the  shareholders  of  NCN  ("Shareholders").  NCN  and  the  Shareholders  are
collectively  referred  to  herein  as  the  "Seller."


                                   WITNESSETH:

WHEREAS, Seller wishes to sell to Buyer and Buyer wishes to purchase from Seller
all of Seller's right, title and interest in and to (i) certain Assets and Names
as set forth herein, and (ii) the materials and rights relating thereto;

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, Seller and Buyer hereby agree as follows:


<PAGE>

Asset Purchase Agmt (rev-4/10/01-9:39am)cmw

1.   SALE  OF  THE  ASSETS.
     (a)  Subject to the terms and conditions set forth in this Agreement,
          Seller hereby sells, transfers and assigns to Buyer, and Buyer hereby
          purchases from Seller, all of Seller's right, title and interest in
          and to the Assets and all materials and rights pertaining thereto
          listed on Exhibit A.

     (b)  Subject to the terms and conditions set forth in this Agreement,
          Seller hereby sells, transfers and assigns to Buyer, and Buyer hereby
          purchases from Seller, all of Seller's right, title and interest in
          and to the name "National Check Network," the acronym "NCN," and any
          trademarks, service marks, copyrights, and the like, utilized or owned
          by Seller that are related to such name or acronym, including all
          licenses and other rights related thereto ("Names").

2.   PRICE  AND  PAYMENT.

     (a)  Buyer will pay Seller, on the Closing Date, as full payment for the
          Assets and Names and the materials and rights which Buyer is
          purchasing pursuant to Section 1 of this Agreement, $255,000.00,
          payable as follows:

          (i)  $168,750.00 by certified check and made payable to National Check
               Network, Inc.; and

          (ii) shares of common capital stock of Buyer as shall have a value of
               $86,250.00 based on the closing price of Buyer's common capital
               stock on NASDAQ over the ten (10) day trading period immediately
               preceding April 6, 2001. Buyer acknowledges and agrees that such
               shares of common capital stock will be restricted stock that can
               only be transferred in accordance with applicable securities laws
               and regulations. The shares shall be issued in the number of
               shares for each named issuee as set forth on Exhibit C.


<PAGE>
3.   SELLER'S WARRANTIES.

     (a)  Seller represents and warrants to Buyer:

          (i)  Seller is the sole owner of all of the rights in and to all of
               the Assets and Names; the Assets and Names are not subject to any
               lien or other encumbrance or claim or to any option or other
               right in favor of a third party; except for the provisions of
               this Agreement, there are no monies owing or obligations
               outstanding with respect to any of the Assets and Names; and no
               consent or approval by or notice to any third party is required
               in connection with the sale of the Assets and Names to Buyer
               pursuant to this Agreement;

          (ii) except for Seller and the Buyer, no one has custody or control of
               any of the Assets and Names;

          (iii) except for those rights sold to Buyer under this Agreement,
               Seller does not own or have any other rights in or to any of the
               Assets and Names;

          (iv) neither any of the Assets and Names, nor the use of any of them
               by Buyer (i) violates or infringes any patent, copyright,
               trademark, service mark or other right, (ii) violates any
               agreement or document to which NCN or any Shareholder is a party,
               or misuses or misappropriates any trade secret or confidential
               information;

          (v)  the Assets will operate properly for the purpose for which they
               have been designed, and are free from defects;

          (vi) there is no litigation or claim pending or threatened with
               respect to any of the Assets and Names;


          (vii) the Assets which Seller will deliver to Buyer pursuant to
               Section 1 will be in good condition and in good working order;

          (viii) the Assets and Names do not constitute a substantial part of
               the materials, supplies, merchandise or other inventory of
               Seller; the balance sheet of Seller as at February 28, 2001, a
               copy of which is attached hereto as Exhibit B, fairly reflects
               the assets and liabilities of Seller at that time, and since that
               date there have been no material changes in the assets and
               liabilities of Seller.

          (ix) the execution, delivery and performance of this Agreement has
               been duly authorized by Seller's board of directors;

          (x)  NCN is a corporation duly organized, validly existing, and in
               good standing under the laws of South Dakota, has all necessary
               corporate powers to own its properties and to carry on its
               business as now owned and operated by it, and is duly qualified
               to do business and is in good standing in all of those States in
               which it currently conducts business;

          (xi) The consummation of the transactions contemplated by this
               Agreement will not result in or constitute any of the following:
               (1) a breach of any term or provision of this Agreement; (2) a


<PAGE>
               default or an event that, with notice or lapse of time or both,
               would be a default, breach, or violation of the Articles of
               Incorporation or Bylaws of NCN or any lease, license, promissory
               note, conditional sales contract, commitment, indenture,
               mortgage, deed of trust, member agreement or other agreement,
               instrument, or arrangement to which NCN or any Shareholder is a
               party or by which any of them or the property of any of them is
               bound; (3) an event that would permit any party to terminate any
               agreement or to accelerate the maturity of any indebtedness or
               other obligation of NCN; or (4) the creation or imposition of any
               lien, charge, or encumbrance on any of the Assets or Names of NCN
               or any Shareholder which are the subject of Agreement;

          (xii) Seller has the right, power, legal capacity, and authority to
               enter into, and perform their respective obligations under this
               Agreement, and no approvals or consents of any persons other than
               Seller are necessary in connection with the transactions
               contemplated by this Agreement. The execution and delivery of
               this Agreement by NCN and the Shareholders have been duly
               authorized by all necessary corporate or other appropriate action
               on the part of NCN and all Shareholders.

          (xiii) Seller represents that it intends to cease business activities
               on a date no later than 120 days after the closing date and
               acknowledges that Buyer has agreed to the terms and conditions of
               this Agreement in reliance thereon.

          (b)  The representations and warranties of Seller under Section 3(a)
               will survive execution of this Agreement.

4.   SELLER'S  INDEMNIFICATION.

     (a)  NCN will indemnify Buyer against any claim or liability and will hold
          Buyer harmless from and pay any loss, damage, cost and expense
          (including, without limitation, legal fees, court costs and the cost
          of appellate proceedings) which Buyer incurs arising out of a breach
          of any of said representations and warranties or any claim against
          Buyer alleging facts which, if true, would result in a breach of any
          said representations and warranties. NCN will indemnify and defend
          Buyer against any claim or liability, and related expenses including
          legal fees and costs, arising out of, or in connection with, any act
          or omission of NCN or any Shareholder including, but not limited to,
          any breach of any agreement between NCN and any member of NCN or any
          other party, or any obligation to any creditor of NCN. Each
          Shareholder will indemnify and defend Buyer against any claim or
          liability, and related expenses including legal fees and costs,
          arising out of, or in connection, any act or omission of only that
          Shareholder, and not any other Shareholder or NCN.

     (b)  The Indemnifications of NCN and Shareholders under Section 4(a) will
          survive execution of this Agreement.

5.   BUYER'S WARRANTY. Buyer represents and warrants to Seller that the
     execution, delivery and performance of this Agreement have been duly
     authorized by Buyer's board of directors.

6.   AFFIRMATIVE  COVENANTS  OF  SELLER.

     (a)  Seller shall deliver to Buyer, on the Closing Date, $75,000.00 by
          certified check payable to Rocky Mountain Retail Systems, Inc.


<PAGE>
     (b)  Seller will execute such additional documents as Buyer may reasonably
          request to vest or confirm the vesting in Buyer of all of the Assets
          and Names and title thereto.

     (c)  Seller will provide, on or before 12:00 p.m. PDT, April 27, 2001 for
          the benefit of Buyer, the legal opinion of Seller's counsel, in form
          and content satisfactory to Buyer to the effect that (i) Buyer will
          receive full right, title and interest in the Assets and Names free
          and clear of all liens, claims, and encumbrances, and (ii) the sale
          and purchase of the Assets and Names comply with all laws and
          regulations applicable to Seller and the transactions contemplated
          pursuant to this Agreement, including, without limitation, Bulk Sales
          Laws and other laws regarding creditors' rights, and (iii) the
          purchase and sale of the Assets and Names and all of the covenants and
          agreements set forth in this Agreement have been duly authorized by
          the NCN Board of Directors and the Shareholders, and (iv) that the
          purchase and sale of the Assets and Names and all transactions
          contemplated pursuant to this agreement are consistent with the
          corporate charter documents and bylaws of NCN.

     (d)  Promptly after execution of this Agreement, Seller will, at its risk
          and expense, deliver the Assets listed in Exhibit A to Buyer at
          Buyer's subsidiary's address at 215 Central Avenue NW, Suite 3A,
          Albuquerque, NM 87101.

     (e)  Seller agrees that, after the Closing Date of this transaction, Seller
          will not use any of the Assets or Names transferred and sold to Buyer
          pursuant to this Agreement, unless Seller delivers to Buyer,
          concurrently with the execution of this Agreement, Seller's election
          to lease the Assets and obtain a license for use of the Names from
          Buyer and subject to the terms of Buyer's Lease and license agreements
          as referred to in paragraph 7(b) of this Agreement.

     (f)  Seller hereby requests Buyer to perform all duties of Seller in
          connection with "billing" Existing NCN Members for services and
          activities provide to Existing NCN Members by NCN. Seller hereby
          assigns all rights of NCN from Existing NCN Members for compensation
          from those Existing NCN Members in connection with such services and
          activities provided by NCN. In that regard, Seller hereby assigns all
          of its rights, title and interests in connection with any contracts
          between NCN and any Existing NCN Member to Buyer with respect to any
          obligation of the Existing NCN Member to pay compensation to NCN for
          NCN services rendered and/or activities performed. Seller specifically
          acknowledges and agrees that none of the Seller's obligations or
          duties owed to any Existing NCN Member pursuant to any contracts or
          agreements between NCN and any Existing NCN Member is being assigned
          to or assumed by Buyer and that Seller remains obligated to each
          Existing NCN Member for Seller's and/or NCN's obligations and duties
          to each Existing Member. Seller covenants that it intends to cases
          business activities in the near future and Buyer is not requested to
          perform any billing activities after Seller ceases business
          activities. Seller also agrees that Buyer's subsidiary, XpressCheX,
          Inc., shall have no obligation to perform services pursuant to its
          contract with NCN after January 31, 2002.

7.   AFFIRMATIVE COVENANTS OF BUYER.

     (a)  Upon receipt of Seller's certified check in the sum of $75,000.00,
          Buyer will cause its subsidiary, Rocky Mountain Retail Systems, Inc.
          ("RMRS") to begin the process to enroll, as a member of RMRS, any
          existing member of NCN ("Existing NCN Member") which submits a
          completed application to RMRS prior to December 31, 2001 for
          enrollment in accordance with the standard terms and conditions of
          RMRS. Buyer's obligation to cause its subsidiary RMRS to enroll any


<PAGE>
          Existing NCN Member shall be conditioned and contingent upon receipt
          of a completed application prior to December 31, 2001 and the
          performance by the Existing NCN Member making application of all
          activities that may be reasonably necessary in connection with the
          RMRS enrollment process such as, but not limited to, the adapting the
          Existing NCN Member's NCN data to RMRS format and compatibility. Buyer
          represents and warrants that RMRS will use its best efforts to
          complete the enrollment process for each Existing NCN Member in a
          prompt manner. Buyer further represents and warrants that RMRS will
          provide appropriate technical specifications to Seller for adapting
          NCN Member's NCN data to RMRS format. Notwithstanding any or all of
          the foregoing, RMRS shall have no obligation to enroll any Existing
          NCN Member that was not an Existing NCN Member prior to March 01,2001.

     (b)  In the event NCN notifies Buyer in writing, pursuant to the provisions
          of paragraph 6.(e) of its desire and intention to use any of the
          Assets listed in Exhibit A, or any of the Names, Buyer agrees to lease
          any such Assets and license of any such Names to NCN for a monthly
          rental and license fee of $1,000.00 for the first calendar month
          beginning 180 days after the date of closing of this Agreement. The
          monthly rental and license fee shall increase each calendar month
          thereafter by $1,000.00 per month until the monthly rental and license
          fee is $10,000.00 per month. Thereafter, the monthly rental and
          license fee shall remain at $10,000.00 per month. The term of the
          lease of any of the Assets and license for the Names to NCN shall be
          month-to-month terminable upon 30 days written notice, for any reason,
          or no reason at all, by Buyer or NCN. The parties will enter into a
          lease agreement and license agreement which will contain these term
          and monthly rental and license fee provisions as well as the usual and
          customary terms and conditions, including the requirement that the
          Assets be maintained and insured at Seller's sole cost and expense
          during the of the lease, and the right of NCN to grant a
          non-exclusive, non-transferable license to any Existing NCN Member to
          use any Name up to, but not after, December 31, 2001. However, any
          such license agreement shall not require NCN or any Existing NCN
          Member to be obligated to pay a license fee in connection with the use
          of any Name by an Existing NCN Member pursuant to a grant of a
          non-exclusive, non-transferable license from NCN. NCN's obligation to
          pay a monthly license fee for the use of any Name shall be conditioned
          upon the use of that Name by Seller but not by use of the Name by any
          Existing NCN Member pursuant to a grant of a nonexclusive,
          non-transferable license from NCN.

     (c)  Buyer agrees that neither it nor any of its subsidiaries, as a
          shareholder of NCN will be entitled to participate in or receive any
          distribution of any cash or capital stock paid by Buyer to Seller
          hereunder.

     (d)  On and after the Closing Date, Buyer agrees to perform all of NCN's
          "billing" functions to Existing NCN Members in connection with
          activities and services provided by NCN to the Existing NCN Members
          until such a time as Seller ceases business activities. Buyer's
          commitment to perform these services is conditional upon transfer by
          NCN of all its rights, title and interest in and to any and all
          payments from Existing NCN Members to Buyer for and in connection with
          all services or activities performed by NCN for Existing NCN Members.
          Seller hereby disclaims any right, title or interest in and to all
          monies payable to it by any Existing NCN Member in connection with
          services or activities performed by NCN for any Existing NCN Member on
          and after the Closing Date.

     (e)  Buyer agrees to maintain all 800 telephone numbers being used by NCN
          in connection with the services and activities performed by NCN for
          Existing NCN Members as of March 31, 2001. On or after May 1, 2001,
          Buyer agrees to pay all costs and expenses under any written contract
          with each telecommunications company which provides 800 telephone
          number service to NCN. Buyer's obligations to maintain the 800
          telephone numbers and pay all costs and fees shall terminate in the


<PAGE>
          event NCN ceases business activities as the phrase is defined in
          paragraph 6(f) herein, unless the written contract with any
          telecommunication company requires payment of costs and fees by NCN
          after any date NCN ceases business activities.

8.   CLOSING  DATE;  DEADLINE  FOR  EXECUTION BY SELLER. Seller acknowledges and
     understands  that  NCN and all Shareholders must execute this Agreement and
     deliver  a  fully  executed  copy  of  this Agreement, as well as the legal
     opinion  required  in  Section  6.(c),  to  Buyer  no later than 12:00 p.m.
     Pacific  Daylight Time on Friday, April 27, 2001. In the event that a fully
     executed  copy  of  this  Agreement  and  the required legal opinion is not
     delivered to Buyer by this deadline, this Agreement and Buyer's obligations
     hereunder  shall  be  null,  void, and of no force and effect. In the event
     that a fully executed copy of this Agreement and the required legal opinion
     is  delivered to Buyer by this deadline, the Closing Date on which Seller's
     and Buyer's respective duties hereunder must be performed will be April 30,
     2001.

9.   ENTIRE AGREEMENT; WAIVER; AMENDMENT. This Agreement may be amended only by
     an instrument in writing signed by Seller and Buyer. This Agreement
     constitutes the entire agreement between the parties pertaining to the
     subject matter contained herein and supersedes all prior and
     contemporaneous agreements, representations, and understandings of the
     parties. No waiver of any of the provisions of this Agreement shall be
     deemed, or shall constitute, a waiver of any other provision, whether or
     not similar, nor shall any waiver constitute a continuing waiver. No waiver
     shall be binding unless executed in writing by the party making the waiver.

10.  COUNTERPARTS. This Agreement may be executed simultaneously in one or more
     counterparts, each of which shall be deemed an original, but all of which
     together shall constitute one and the same instrument.

11.  ASSIGNMENT. This Agreement shall be binding on, and shall inure to the
     benefit of, the parties to it and their respective heirs, legal
     representatives, successors, and assigns; provided, however, that neither
     NCN nor any shareholder may assign any of its rights under this Agreement.
     No such assignment by NCN or any Shareholder shall relieve NCN or any such
     Shareholder of any of its obligations or duties under this Agreement.

12.  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 provisions of this Agreement, the prevailing party
     or parties shall be entitled to recover reasonable attorneys' fees and
     other costs incurred therein, in addition to any other equitable or legal
     relief to which it or they may be entitled.

13.  SEVERABILITY. If any provision of this Agreement is held to be invalid or
     unenforceable by any court of final jurisdiction, it is the intent of the
     parties that all other provisions of this Agreement be construed to remain
     fully valid, enforceable, and binding on the parties.

14.  GOVERNING LAW. This Agreement will be governed by and construed in
     accordance with the law of the State of California.

15.  SECTION HEADINGS. Section headings are for convenient reference only and
     shall not affect the meaning or have any bearing on the interpretation of
     any provision of this Agreement.

16.  NOTICE. Any notice given by any party under this Agreement shall be in
     writing and delivered by deposit in the U.S. mail, postage prepaid, or sent
     by facsimile transmission or other authenticated message, charges prepaid,
     and addressed as follows:


<PAGE>
     TO SELLER:                           TO BUYER:

     2502 S. Alpine Road                  215 Central Avenue NW, Suite 3A
     Rockford, IL 61108                   Agoura Hills, CA 91301
     Attn: Dick Brown, President          Attn: Kris Winkler, President
     Facsimile No.:                       Facsimile No.: 505/998-3146

     Each  party  may  change  the  address to which notices, requests and other
     communications  are  sent  by  giving written notice of such changes to the
     other  party.
17.  FURTHER ASSURANCE. At any time or from time-to-time upon the request of any
     party, the other party will execute and deliver such further documents and
     do such other acts as the requesting party may reasonably request in order
     to effect fully the purposes of this Agreement and provide for the
     performance of all contemplated acts and activities in accordance with the
     terms of this Agreement.

18.  JURY TRIAL WAIVER. In the event of any litigation, trial or other
     proceeding arising out of, related to, or in connection with this
     Agreement, the parties agree that any such litigation, trial or other
     proceeding shall be tried and heard by the court only and not by a jury
     trial.

19.  CONFIDENTIALITY. The terms and conditions herein are to be treated as
     confidential information between the parties and their respective officers,
     directors, employees, agents, attorneys and representatives. Each party
     shall exercise the highest degree of care to avoid the publication or
     dissemination of the confidential information. The terms and conditions of
     this Agreement shall only be used by each party and their respective
     officers, directors, employees, agents, attorneys, and representatives in
     the furtherance of this Agreement or the performance of its obligations
     hereunder. The obligation of the parties not to disclose the terms of and
     conditions herein shall survive the closing of this Agreement. Disclosure
     of the terms and conditions of this Agreement pursuant to a valid order of
     a court or other governmental body of the United States or any political
     subdivision thereof is not prohibited, provided, however, that the party
     making disclosure pursuant to said order shall first have given notice,
     where practical, to the other party and shall either itself obtain, or
     allow the other party an opportunity to obtain, a protective order
     preventing or limiting such compelled disclosure.

20.  INJUNCTIVE RELIEF. If any party commits a breach of any of the provisions
     of this Agreement, the other parties shall have, in addition to all other
     rights in law and equity, the right to have such provisions specifically
     enforced by any court having equity jurisdiction. It is acknowledged and
     agreed that any such breach shall cause irreparable injury to the other
     parties and that money damages will not provide an adequate remedy.

21.  RIGHTS CUMULATIVE. All rights and remedies existing in this Agreement are
     cumulative to, and not exclusive of, any other rights or remedies available
     under this Agreement or applicable law.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

National Check Network, Inc. ("NCN")  Electronic Clearing House, Inc. ("Buyer")

By: _________________________         By: _________________________
Signature & Title                         Signature & Title


<PAGE>
NCN SHAREHOLDERS ("Shareholders")


_________________________             MAGIC SOFTWARE DEVELOPMENT, INC.
JERRY CALLAHAN                        215 Central NW, Suite 3A
                                      Albuquerque, NM 87102
_________________________
KATY CALLAHAN                         BY: _________________________


COLLECTRITE, INC.                     HOWARD PROPERTIES, LLC
BY: __________________________        BY: __________________________
        Signature & Title                   Signature & Title

ROCKFORD MERCANTILE AGENCY, INC.      ______________________________
                                      LARRY OEDING

BY: __________________________
       Signature & Title


______________________________        ______________________________
TOM DENT                              PAUL J. MOHR



_________________________             ______________________________
SUSAN STERGER                         FRANK L. CARNEY


L.J. ROSS ASSOCIATES, INC.            ______________________________
                                      JOHN LUSZ

                                      ______________________________
BY: _________________________         PEGGY LUSZ


<PAGE>
<TABLE>
<CAPTION>
                                    EXHIBIT A

ASSETS TO BE TRANSFERRED

                                  A)     Computer Equipment

Item                          Qty Serial Number NCN Asset#  Picked Up By        Date Picked Up
<S>                           <C> <C>           <C>         <C>                 <C>

Apollo Case                    1                NCN023      Trigg Lawson/NCN    5/1/2000
Alarm Notification device      1                NCN027      Trigg Lawson/NCN    5/1/2000
Battery Matrix UPS 3000        1  P94062807274  NCN031      Trigg Lawson/NCN    5/1/2000
Battery Matrix UPS 3000        1                NCN032      Trigg Lawson/NCN    5/1/2000
Battery Matrix UPS 3000        1                NCN033      Trigg Lawson/NCN    5/1/2000
Battery Matrix UPS 3000        1                NCN034      Trigg Lawson/NCN    5/1/2000
Battery Matrix UPS 3000        1                NCN035      Trigg Lawson/NCN    5/1/2000
Battery Matrix UPS 3000        1                NCN036      Trigg Lawson/NCN    5/1/2000
Battery Matrix UPS 3000        1                NCN037      Trigg Lawson/NCN    5/1/2000
Kenmore A/C                    1  22711290      NCN039      Trigg Lawson/NCN    5/1/2000
T1 HT Comm Inc                 1  10154536      NCN042      Trigg Lawson/NCN    5/1/2000
3com Netbuilder II             1  1GA05293      NCN001      Trigg Lawson/NCN    5/1/2000
Cray DCP9401 T1                1  466768010     NCN004      Trigg Lawson/NCN    5/1/2000
Xylogics Micro Annex x1        1  00802D008164  NCN005      Trigg Lawson/NCN    5/1/2000
Xylogics Micro Annex x1        1  30002D01000A              Trigg Lawson/NCN    5/1/2000

3com Remote Office Router      1  1SC02322
Cray CSU/DSU                   1  9412060007
Cray Channel Bank              1  9605090043
Multitech Commplete Chassis    1  4933569
-2 RAS cards


                                      S 1
<PAGE>
-6 modem cards
Multitech Commplete Chassis    1  4933574
-3 RAS cards (1 spare)         1
-7 modems cards (1 spare)      1
Exabyte DLT Drive              1  19500024
Winchester Flash Disk          1  97057501
Pentium Computer               3
Raid                           1
Zyxel Modems                   5
US Robotics Modems             6
Hypercom Nac                   1  34001845
Hypercom Nac                   1  420142
Port Master 2e                 1  1B04760
Port Master 2e                 1  1A27046
Computer Racks                 4
Infocus Lite pro 580              2AB0510714
</TABLE>

                         B) Office Furniture & Equipment

STENO CHAIR                    2
SIDE CHAIR                     4
LATERAL FILE 2 DRAWER          1
6'X30" WORKSTATION             4
FILE (2 DRAWER)                4
BOOKCASE METAL                 2
DESKS METAL                    2
SECRETARIAL RETURNS            2
CABINET METAL                  1
CONVENTION DISPLAY             1
COPIER MINOLTA                 1
COMPUTER PC                    4


                                      S 2
<PAGE>
MONITOR W/KEYBOARD             4
FAX                            1
PRINTER                        2


                                      S 3
<PAGE>
EXHIBIT B

                             BALANCE SHEET OF SELLER



EXHIBIT C

              SHAREHOLDER ISSUEES OF BUYER'S COMMON CAPITAL STOCK *
                                 ("ECHO Shares")


                                      S 4
<PAGE>