ASSET PURCHASE AGREEMENT

     ASSET PURCHASE  AGREEMENT (this  "Agreement"),  dated January 30, 2003 (the
"Effective Date"), by and between Symbiat,  Inc., a Delaware  corporation,  (the
"Seller")  and  Altura  XL  LLC,  a  Georgia  limited   liability  company  (the
"Purchaser").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, the Seller desires to sell and transfer to the Purchaser,  and the
Purchaser desires to purchase from the Seller,  all right, title and interest in
and to the Purchased  Assets (as hereinafter  defined) all as more  specifically
provided herein;

     NOW,  THEREFORE,  in consideration of the mutual covenants and undertakings
contained  herein,  and  subject  to and on the terms and  conditions  set forth
herein,  the Seller and the Purchaser,  intending to be legally bound,  agree as
follows:

                                    ARTICLE I

                               Certain Definitions

     As used in this Agreement, the following terms have the respective meanings
set forth below.

     "Affiliate"  means,  with  respect  to any  Person,  any other  Person  who
directly  or  indirectly,  through  one or  more  intermediaries,  controls,  is
controlled by, or is under common control with, such Person.  The term "control"
means the  possession,  directly or indirectly,  of the power to direct or cause
the direction of the  management and policies of a Person,  whether  through the
ownership  of  voting  securities,  by  contract  or  otherwise,  and the  terms
"controlled" and "controlling" have meanings correlative thereto.

     "Governmental  Authority" means any national,  federal, state,  provincial,
county, municipal or local government, foreign or domestic, or the government of
any political  subdivision  of any of the foregoing,  or any entity,  authority,
agency,  ministry  or other  similar  body  exercising  executive,  legislative,
judicial,  regulatory or administrative  authority or functions of or pertaining
to  government,  including  any  authority  or other  quasi-governmental  entity
established to perform any of such functions.

     "Gross Revenues" means, for the applicable  period,  all revenues  actually
collected  from sales of the  RAS2000  Product  Line,  as  applicable,  less any
refunds,  rebates,  discounts  or credits of a similar  nature,  given,  paid or
returned in the course of obtaining such revenues or component thereof.

     "Intellectual  Property"  means any and all: (a) inventions and discoveries
(including  without  limitation,  any  and  all  processes,  methods,  machines,
manufactures,  compositions of matter), whether or not patentable;  (b) works of
authorship, expressions, compilations, data collections and databases (including
without  limitation any and all  specifications,  diagrams,  recipes,  formulas,
computer programs, software,  firmware,  documentation and data), whether or not
copyrightable;   (c)  trade  secrets,   ideas,  know-how,  and  confidential  or
proprietary information;  (d) patents, utility models,  copyrights,  trademarks,
service marks, moral rights and other  government-issued  or  legally-cognizable
rights and/or  indicia of ownership  with respect to any of the  foregoing;  (e)
other intellectual property, industrial

<PAGE>

property  or  proprietary  rights,  however  designated,  that  are  similar  or
analogous  to, or  subsumed  by or  required  for the  exercise  of,  any of the
foregoing  rights,  whether  arising by operation of law,  contract,  license or
otherwise; (f) registrations, applications, renewals, extensions, continuations,
certificates and other associated documentation,  now or hereafter in force with
respect to any of the foregoing; and (g) claims, demands and causes of action of
any kind with respect to, and any other rights  relating to the  enforcement of,
any of the foregoing,  including without  limitation any past, present or future
infringement, misappropriation or other violation of any of them.

     "Letter of Intent" means that certain  letter by and between the Seller and
the Purchaser dated December 27, 2002.

     "Object Code" means the compiled and  assembled,  machine-readable  form of
the code.

     "Person"  means  an  individual,  partnership,   corporation,  joint  stock
company,    limited   liability   company,    limited   liability   partnership,
unincorporated  organization  or  association,  trust  or  joint  venture,  or a
governmental agency or political subdivision thereof.

     "Purchased Assets" means the all assets pertaining to the RAS2000 products,
including,  without  limitation  (i) the  RAS2000  Product  Line as set forth on
Exhibit  A;  (ii) the  Purchased  Units as set  forth on  Exhibit  B;  (iii) the
Purchased  Equipment as set forth on Exhibit C; (iv) the Purchased  Documents as
set forth on Exhibit D; (v) the RAS2000 Technology,  the Intellectual  Property,
the Object Code and the Source Code as collectively  set forth on Exhibit E; and
(vi)  and  all  new and  used  units,  components,  cables,  sub-assemblies  and
packaging material  pertaining to the RAS2000 Product Line after delivery of the
Purchased Units.  The Seller will retain certain  components for use in warranty
repairs and certain RAS2000 units currently in use as set forth on Exhibit F.

     "Purchased  Documents"  means the documents  and records  pertaining to the
purchase of components,  production and sales of the RAS2000 Product Line listed
on Exhibit D.

     "Purchased Equipment" means the assets listed on Exhibit C.

     "Purchased  Units"  means 300 units of the  RAS2000  Product  Line that are
included within the definition of Purchased  Assets and listed on Exhibit B with
delivery dates and product configurations set forth therein.

     "RAS2000 Product Line" means the products listed on Exhibit A.

     "RAS2000  Technology"  means any and all Intellectual  Property relating to
the RAS2000 Product Line including without limitation all Intellectual  Property
related to the creation, design,  development,  manufacture or use of any of the
RAS2000 Product Line.

     "Source Code" means the human-readable  form of the code and related system
documentation  including the original programming  statements with comments, and
any  procedural  code  such  as  job  control  language,   plus  any  associated
interfaces,  definition  files  or  scripts  used  to  control  compilation  and
installation  of executable  code.  The Source Code shall also include,  without
limitation, (i) file layouts, data structure and schematics, (ii) names and last
known  addresses of technical  personnel who developed the code and (iii) a list
of third party software and tools if applicable  used to create and maintain the
code.

<PAGE>

     "Titan  Product Line" means the RAS4,  RAS8,  RCM4,  RCM8,  RCM24 and RCM48
products.

                                   ARTICLE II

                Purchase and Sale of Assets; Additional Covenants

     Section 2.1. Purchase and Sale of Assets. Upon the terms and subject to the
conditions of this Agreement and on the basis of the representations, warranties
and agreements contained herein, the Seller shall sell, assign, transfer, convey
and deliver to the  Purchaser all of the Seller's  right,  title and interest in
and to the Purchased  Assets and the  Purchaser  shall  purchase such  Purchased
Assets from the  Seller.  THE  PURCHASER  IS NOT  ASSUMING,  NOR SHALL IT IN ANY
MANNER BECOME LIABLE FOR, ANY  LIABILITIES  OR OBLIGATIONS OF ANY KIND OR NATURE
WHATSOEVER OF THE SELLER AND ITS AFFILIATES,  WHETHER KNOWN OR UNKNOWN,  MATURE,
CONTINGENT  OR OTHERWISE,  ARISING OUT OF,  RELATED TO OR INCURRED IN CONNECTION
WITH,  ACTIONS OR  CIRCUMSTANCES  OCCURRING OR EXISTING  PRIOR TO THE  EFFECTIVE
DATE.

     Section 2.2.  Purchase Price. (a) The purchase price (the "Purchase Price")
to be paid by the Purchaser for the  Purchased  Assets shall equal  $102,500 and
00/XX Dollars ($102,500.00).

     (b) The Purchase Price shall be paid by Purchaser to Seller as follows:

          (i)   Seller  acknowledges  receipt  of  the  sum of  Twenty  Thousand
                Dollars  ($20,000)  which has been paid by Purchaser  related to
                the delivery of Purchased Units 1 - 50;

          (ii)  $15,000.00  upon  execution  of this  Agreement  and delivery of
                Purchased Units 51 - 100;

          (iii) $15,000.00 upon delivery of Purchased Units 101 - 150;

          (iv)  $12,500.00 upon delivery of Purchased Units 151 - 200;

          (v)   $15,000.00 upon delivery of Purchased Units 201 - 250; and

          (vi)  $25,000.00  due thirty  (30) days after  delivery  of  Purchased
                Units 251 - 300.

     Section 2.3. Additional Payment. In addition to the payment of the Purchase
Price  pursuant to Section 2.2,  commencing on the Effective Date and continuing
for one (1) year,  the  Purchaser  shall pay the  Seller a  royalty  (each  such
payment,  an  "Additional   Payment"),   if  any,  according  to  the  following
calculation:  (i) three  percent (3%) of Gross  Revenues of the RAS2000  Product
Line.  Royalties shall be paid quarterly  within fifteen (15) days of the end of
the each calendar quarter.  Notwithstanding  any of the provisions  contained in
this  Section  2.3,  the Seller  acknowledges  that the  Purchaser,  in its sole
discretion,  may at any time  discontinue  the  manufacturing  and  sales of the
RAS2000 Product Line, and in such an event,  the Purchaser shall have no further
obligation to make any payments pursuant to this Section 2.3.

     Section 2.4.  Allocation.  The  allocation of the Purchase  Price among the
Purchased  Assets  for all  purposes  (including  financial  accounting  and tax
purposes) will be $2,500 for the Purchased Equipment

<PAGE>

and the remainder of the Purchase  Price  allocated to inventory,  including the
Purchased  Units  and  the  remaining  components,  cables,  sub-assemblies  and
packaging materials.

                                   ARTICLE III

                  Representations and Warranties of the Seller

     The Seller represents and warrants to the Purchaser as follows:

     Section 3.1.  Organization and Qualification of the Seller. The Seller is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, with full power and authority, corporate and other, to
enter into this Agreement.

     Section  3.2.  Authorization.  The  Seller  has full  power and  authority,
corporate and other, to execute and deliver this  Agreement,  the instruments of
transfer and to perform its obligations  hereunder and thereunder,  all of which
have  been duly  authorized  by all  requisite  corporate  action.  Each of this
Agreement and such  instruments of transfer has been or, at the time of delivery
will be, duly  authorized,  executed and delivered by the Seller and constitutes
or, at the time of delivery will  constitute,  a valid and binding  agreement of
the Seller, enforceable against the Seller in accordance with its terms.

     Section 3.3. Non-contravention. In relevant part, neither the execution and
delivery of this Agreement and the  instruments of transfer nor the  performance
by the Seller of its  obligations  hereunder and thereunder  will (i) contravene
any provision contained in the Seller's Certificate of Incorporation or by-laws,
(ii)  violate  or result in a breach  (with or  without  the lapse of time,  the
giving of notice or both) of or  constitute  a default  under (A) any  contract,
agreement, commitment, indenture, mortgage, lease, pledge, note, license, permit
or other instrument or obligation or (B) any judgment,  order, decree, law, rule
or regulation or other restriction of any Governmental  Authority,  in each case
to which  the  Seller  is a party or by which it is bound or to which any of its
assets or  properties  are subject or (iii) result in the creation or imposition
of any lien, claim,  charge,  encumbrance,  equity,  restriction or right on the
Purchased Assets.

     Section 3.4. No Consents.  Except for consents  required in connection with
the Purchaser's  acquisition of the Purchased Assets, no notice to, filing with,
or  authorization,   registration,  consent  or  approval  of  any  Governmental
Authority  or  other  Person  is  necessary  for  the  execution,   delivery  or
performance  of  this   Agreement  and  the   instruments  of  transfer  or  the
consummation of the transactions contemplated hereby or thereby by the Seller.

     Section 3.5. The Purchased Assets. The Seller has good and marketable title
to all of the  Purchased  Assets  free and clear of any and all  liens,  claims,
charges,   mortgages,   security   interests,   equity  or  other   encumbrances
(collectively,  the  "Encumbrances").  The Seller has complete and  unrestricted
power and the unqualified right to sell,  convey,  assign,  transfer and deliver
the Purchased  Assets to Purchaser and  effectively  to vest in Purchaser  good,
valid and  marketable  title to the  Purchased  Assets.  There  are no  existing
agreements,  commitments  or rights with,  of or to any person to acquire any of
the Purchased  Assets. No consents are necessary to consummate such conveyances.
The Purchased Assets are in good operating  condition and are in a state of good
maintenance and repair,  and there does not exist any condition which interferes
or which may interfere  with the economic  value or use thereof.  No third party
(including  any  Affiliate)  or any  past or  present  employee  owns or has any
interest by lease,  license or otherwise  in any of the  Purchased  Assets.  The
documents

<PAGE>

of transfer  executed and  delivered by the Seller will be  sufficient to convey
good and marketable  title to the Purchased  Assets to the  Purchaser,  free and
clear of any  Encumbrances.  The Purchased  Assets  constitute all of the assets
used  in the  operation  of the  RAS2000  Product  Line  and  necessary  to use,
manufacture and sell the RAS2000 Product Line.

     Section 3.6 Proprietary  Rights. (a) The Purchased Assets were developed by
the  Seller and its  employees.  Any trade  secret  rights  with  respect to the
Purchased Assets have been maintained with the appropriate  secrecy  safeguards,
and are not generally known.

     (b) No claim by any third party  contesting  the validity,  enforceability,
use or ownership of the Purchased Assets has been made, is currently  pending or
is threatened. The Seller has not received any notice of, nor is it aware of any
fact which indicates a likelihood of, any infringement or  misappropriation  by,
or conflict  with,  any third party with  respect to the  intellectual  property
rights of the Purchased Assets. The Seller has not infringed, misappropriated or
otherwise  conflicted  with any rights of any third parties,  nor is it aware of
any infringement,  misappropriation  or conflict which will occur as a result of
the continued  operation of the Purchased Assets.  The Seller has not engaged in
any conduct or omitted to perform any  necessary  act, the result of which could
invalidate any of the intellectual property rights of the Purchased Assets.

     (c) The Seller has not granted any  licenses or other  similar  rights with
respect to the Purchased Assets.

     (d) The Seller agrees to not discard, destroy or otherwise make unavailable
any records,  documents,  computer files, databases,  specifications,  programs,
drawings or diagrams relating to its connectivity  products business segment for
a period of one year from the Effective Date.

     Section 3.7. Warranty of Purchased Units. The Purchased Units shall perform
in accordance with the documentation  provided to the Purchaser and described on
the product  warranty  card,  a copy of which is  attached  hereto as Exhibit I.
Seller shall assume  warranty  obligations  for the Purchased Units delivered by
the Seller  pursuant to this Agreement and for any RAS2000 units  (including RCM
units) previously sold by the Seller.

     Section 3.8. Decrees. No judgment,  order,  decree,  ruling, or writ of any
court or any  governmental  department,  commission  board,  bureau,  agency  or
instrumentality  has been issued or entered  with  respect to or  affecting  the
Purchased Assets.

     Section 3.9.  Compliance  with Laws.  The Seller is in compliance  with all
laws, rules, regulations, orders, writs or decrees of any jurisdiction, court or
any   governmental   department,    commission,   board,   bureau,   agency   or
instrumentality  the  noncompliance  with which  would  have a material  adverse
effect  upon the value or use of the  Purchased  Assets,  and the Seller has not
been notified of any alleged failure to so comply.

     Section 3.10. Litigation.  There is no action, suit,  proceeding,  claim or
investigation  (whether or not purportedly on behalf of the Seller) to which the
Seller is a party and to which any of the Purchased Assets is or may be subject,
pending or,  threatened  before or by any  federal,  state,  municipal  or other
governmental   department,   court,   commission,   board,  bureau,   agency  or
instrumentality.

<PAGE>

     Section 3.11. Bulk Sales.  The transfer of the Purchased Assets pursuant to
this Agreement is not subject to the provisions of the Uniform Commercial Code -
Bulk Transfers, as adopted by the State of Georgia or any other bulk sales law.

     Section 3.12. Disclosure.  No representation or warranty made by the Seller
in this Agreement, any Exhibit or any certificate delivered, or to be delivered,
by or on behalf of the Seller  pursuant  hereto  contains  or will  contain  any
untrue  statement  of a material  fact or omits or will omit to state a material
fact  necessary  to  make  the  statements   contained  herein  or  therein  not
misleading. There is no fact which the Seller has not disclosed to the Purchaser
in  writing  which the  Seller  presently  believes  has or may have a  material
adverse  effect on the  Purchased  Assets  or on the  ability  of the  Seller to
perform its obligations under this Agreement and the instruments of transfer.

                                   ARTICLE IV

                 Representations and Warranties of the Purchaser

     The Purchaser represents and warrants to the Seller as follows:

     Section 4.1.  Organization.  The Purchaser is a limited  liability  company
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Georgia and has full power and authority,  corporate and other,  to own
or lease its  property  and assets  and to carry on its  business  as  presently
conducted.

     Section 4.2.  Authorization.  The Purchaser  has full power and  authority,
corporate and other,  to execute and deliver this Agreement and the  instruments
of transfer and to perform its  obligations  hereunder  and  thereunder,  all of
which have been duly authorized by all requisite  corporate action. Each of this
Agreement and the  instruments  of transfer has been or, at the time of delivery
will  be,  duly  authorized,   executed  and  delivered  by  the  Purchaser  and
constitutes  or, at the time of delivery  will  constitute,  a valid and binding
agreement of the Purchaser, enforceable against the Purchaser in accordance with
its terms.

     Section  4.3.  Non-contravention.  The  Purchaser  is  not  subject  to any
provision  of its  Certificate  of  Incorporation  or by-laws or any  agreement,
instrument, law, rule, regulation, order, decree or judgment of any Governmental
Authority  or other  restriction  that would  prevent  the  consummation  of the
transactions contemplated by this Agreement and the instruments of transfer.

     Section 4.4. No Consents.  Except for consents  required in connection with
the Purchaser's  acquisition of the Purchased Assets, no notice to, filing with,
or  authorization,   registration,  consent  or  approval  of  any  Governmental
Authority  or  other  Person  is  necessary  for  the  execution,   delivery  or
performance of this Agreement and instruments of transfer or the consummation of
the transactions contemplated hereby and thereby by the Purchaser.

<PAGE>

                                    ARTICLE V

                            Covenants and Agreements

     Section  5.1.  Closing  Documents.  The  Seller  shall,  prior to or on the
Effective  Date,  execute and deliver,  or cause to be executed and delivered to
the  Purchaser,  the  documents  or  instruments  described  in Section 6.2. The
Purchaser shall perform the obligations described in Section 6.3.

     Section  5.2.  Transfer  and  Property  Taxes.  The  Seller  shall  pay any
transfer, sales, purchase, use or similar tax under the laws of any Governmental
Authority arising out of or resulting from the purchase of the Purchased Assets.

     Section  5.3.  Non-Competition.  For a  period  of  five  years  after  the
Effective  Date,  the Seller  agrees that it will not,  directly or  indirectly,
engage or invest  in,  own,  manage,  operate,  license,  finance,  control,  or
participate in the ownership,  management,  operation, financing, or control of,
be associated  with, or in any manner  connected with any Person involved in the
development,  marketing  and  sales of any  "competitive  product"  except as an
authorized  reseller  of the  Purchaser  pursuant  to a written  agreement.  For
purposes of this Agreement,  a "competitive product" shall mean any product that
provides features to perform as a remote access server,  communications  server,
terminal  server or print server,  and any product that  provides  functions for
remote console management or network management.

     The Seller acknowledges that the restrictions contained in this Section 5.3
are  reasonable  and  necessary  to  protect  the  legitimate  interests  of the
Purchaser and that any breach by the Seller of any provision  hereof will result
in  irreparable  injury to the  Purchaser.  The  Seller  acknowledges  that,  in
addition to all remedies  available at law, the  Purchaser  shall be entitled to
equitable relief,  including  injunctive relief, and an equitable  accounting of
all earnings,  profits or other  benefits  arising from such breach and shall be
entitled  to receive  such other  damages,  direct or  consequential,  as may be
appropriate.  Such  equitable  relief for earnings and profits  shall not exceed
$100,000 in the first and second year after the Effective  Date;  $90,000 in the
third  year after the  Effective  Date;  $80,000  in the  fourth  year after the
Effective  Date and  $70,000  in the fifth year after the  Effective  Date.  The
Purchaser shall not be required to post any bond or other security in connection
with any proceeding to enforce this Section 5.3.

     The Seller may, however:

          (a) sell up to 200 units from its IntelliServer  Slimline product line
     from components owned by the Seller on the Effective Date;

          (b)  license  or sell  the  technology  for the  Titan  Product  Line,
     however,  the  Purchaser  has a right of first  refusal to accept and enter
     into any  transaction  with the Seller  that the Seller has agreed to in an
     arms length transaction with an unrelated third party; and

          (c)  resell an  unrelated  third  party's  hardware  for  purposes  of
     offering to its service and support  customers a remote console  management
     or network management solution.

     Section 5.4. Non-Solicitation. Each party will not, directly or indirectly,
either  for  itself or any other  entity,  (i)  induce or  attempt to induce any
employee of the other party to leave the employ of the party, or (ii) in any way
interfere with the relationship  between the other party and any employee of the
other party.

<PAGE>

     Section 5.5. Best  Efforts;  Further  Assurances.  Subject to the terms and
conditions herein provided,  each of the parties hereto shall use its reasonable
best efforts to take, or cause to be taken,  all action,  and to do, or cause to
be done, all things reasonably  necessary,  proper or advisable under applicable
laws  and  regulations  to  consummate  and  make  effective  the   transactions
contemplated  by this  Agreement.  In the  event  that  at any  time  after  the
Effective Date any further action is necessary to carry out the purposes of this
Agreement,  the Seller or the proper  directors or officers of the Seller or the
Purchaser,  as the case may be,  shall take all such action  without any further
consideration  therefore.  Without limiting the generality of the foregoing, the
Seller shall  cooperate  with the  Purchaser and secure the  cooperation  of its
employees,  at the cost of the Purchaser,  if the Purchaser  shall seek to apply
for any patent or copyright,  including, without limitation, the assembly of all
records or materials necessary or helpful in the preparation of applications for
any patent or copyright application or registration.

     Section 5.6. Purchased Unit Assembly.  The parties acknowledge that all 300
Purchased Units are not yet assembled and that the Seller agrees to complete the
assembly of all 300  Purchased  Units without any  additional  cost or charge to
Buyer beyond the amount set forth herein as the Purchase Price.

         Section 5.7. Product Support. The Seller shall provide hardware
warranty support on all of the Purchased Units and for any products in the
RAS2000 Product Line previously sold by the Seller. Purchaser will provide the
ninety (90) day software and firmware warranty support and configuration support
for the Purchased Units.

     Section 5.8 Seller's Customers.  After the Effective Date, the Seller shall
promptly  notify in writing its customers  that the Purchaser owns the rights to
the Purchased  Assets.  The Purchaser shall have all rights to contract with the
customers for any further customization or development of the Purchased Assets.

     Section 5.9.  Internet Links.  Each party agrees, at no cost, to provide an
Internet link to the other party's website.

                                   ARTICLE VI

                     The Closing; Deliveries by the Parties

     Section  6.1.  The Closing.  The signing of the  documents  relating to the
transactions  contemplated  by this Agreement (the "Closing") is taking place at
the  offices of the Seller or such other  place as the  parties  may  designate,
commencing on January 30, 2003 (the "Closing Date"). The respective  obligations
of each party to consummate  the  transactions  contemplated  by this  Agreement
shall  be  subject  to  the  fulfillment  at or  prior  to  the  Closing  of the
condition[s] that no Governmental Authority of competent jurisdiction shall have
(i)  enacted,  issued,  promulgated,  enforced  or entered  any  statute,  rule,
regulation,  judgment,  decree, injunction or other order which is in effect; or
(ii)  commenced or  threatened  any action or  proceeding,  which in either case
would prohibit consummation of the transactions contemplated by this Agreement.

     Section 6.2. Deliveries by Seller.  Prior to or at the Closing,  the Seller
shall  have  delivered  to the  Purchaser  such  items  and all  instruments  of
assignment,  transfer and  conveyance  identified  herein and such other closing
documents  as  shall  be  requested  by the  Purchaser  in  form  and  substance
acceptable to the Purchaser's counsel, including the following:

<PAGE>

          (a) such  instruments of sale,  transfer,  assignment,  conveyance and
     delivery, in form and substance reasonably  satisfactory to counsel for the
     Purchaser  and the Bill of Sale set forth as Exhibit J, as are  required in
     order  to  transfer  to the  Purchaser  good  and  marketable  title to the
     Purchased  Assets,  free and clear of all  Encumbrances  except as provided
     herein;

          (b) a  certificate  of the  Secretary  or  Assistant  Secretary of the
     Seller,  dated the Effective  Date, (a) as to the incumbency of any officer
     of the Seller  executing this Agreement and the  instruments of transfer or
     any document related thereto,  (b) with a certified copy of the certificate
     of  incorporation  and  bylaws,  resolutions  of  the  board  of  directors
     authorizing  the  transactions  contemplated  by this  agreement and a good
     standing  certificate  and (c) covering such other matters as the Purchaser
     may reasonably request;

          (c) not  withstanding the foregoing,  any document  required of Seller
     hereunder may be redacted in relevant part, for confidentiality purposes.

     Section  6.3.  Delivery  by  Purchaser.  Prior  to or at  the  Closing  the
Purchaser shall deliver the sum of Fifteen Thousand Dollars  ($15,000.00) to the
Seller.


                                   ARTICLE VII
                                   [Reserved.]

                                  ARTICLE VIII

           Survival of Representations and Warranties; Indemnification

     Section 8.1.  Survival of  Representations  and  Warranties.  Except as set
forth below, the  representations  and warranties provided for in this Agreement
shall survive the Effective Date for the benefit of the parties hereto and their
successors and assigns.

     Section  8.2.  Indemnification.  (a) The Seller  agrees to and does  hereby
indemnify and agrees to defend and hold harmless the Purchaser,  its Affiliates,
officers,  directors,  employees,  agents  and  representatives,  and any Person
claiming  by or  through  any of them,  against  and in  respect  of any and all
claims,  costs,   expenses,   damages,   liabilities,   losses  or  deficiencies
(including, without limitation, reasonable counsel's and expert's fees and other
costs and expenses  incident to any suit,  action or proceeding) (the "Damages")
arising out of, resulting from or incurred in connection with (i) the ownership,
management or use of the Purchased Assets prior to the Closing, (ii) the conduct
of the  business  of the Seller  prior to the  Closing,  (iii) any breach of any
representation  or warranty of the Seller or failure to perform any  covenant of
the Seller  contained in this Agreement,  or (iv) any liabilities or obligations
of or claims  against  the Seller  (whether  absolute,  accrued,  contingent  or
otherwise and whether a contractual, tax or other type of liability,  obligation
or claim and  specifically  including  but not  limited  to  including,  without
limitation,  any  product  liability  or  warranty  claims  with  respect to the
Purchased Units).

     (b) The Purchaser  agrees to and does hereby indemnify and agrees to defend
and hold harmless the Seller, its Affiliates,  officers,  directors,  employees,
agents and  representatives,  and any Person  claiming by or through any of them
and its respective successors and assigns, from and against all actions, losses,
claims, liabilities, litigation causes of action, damages, costs and expenses of
every kind

<PAGE>

and  character  (including  reasonable  fees  of  attorneys)  resulting  from or
relating to any breach of any representation or warranty of Purchaser or failure
to perform any covenant of Purchaser contained in this Agreement.

     (c) Any Person providing indemnification pursuant to the provisions of this
Section 8.2 is hereinafter referred to as an "Indemnifying Party" and any Person
entitled to be  indemnified  pursuant to the  provisions  of this Section 8.2 is
hereinafter referred to as an "Indemnified Party."

     Section  8.3.  Procedures  for  Claims.  In  the  case  of  any  claim  for
indemnification  arising from a claim of a third  party,  an  Indemnified  Party
shall  give  prompt  written  notice,  in no event  more than  twenty  (20) days
following  such  Indemnified  Party's  receipt of such  claim or demand,  to the
Indemnifying  Party of any  claim or demand  which  such  Indemnified  Party has
knowledge  and  as to  which  it  may  request  indemnification  hereunder.  The
Indemnifying  Party  shall have the right to defend  and to direct  the  defense
against any such claim or demand,  in its name or in the name of the Indemnified
Party, as the case may be, at the expense of the  Indemnifying  Party,  and with
counsel selected by the Indemnifying Party unless (i) such claim or demand seeks
an order, injunction or other equitable relief against the Indemnified Party, or
(ii) the Indemnified  Party shall have reasonably  concluded that (x) there is a
conflict of interest between the Indemnified Party and the Indemnifying Party in
the conduct of the defense of such claim or demand or (y) the Indemnified  Party
has  one  or  more   defenses   not   available  to  the   Indemnifying   Party.
Notwithstanding  anything in this  Agreement to the  contrary,  the  Indemnified
Party  shall,  at the  expense of the  Indemnifying  Party,  cooperate  with the
Indemnifying  Party,  and keep the  Indemnifying  Party fully  informed,  in the
defense of such claim or demand.  The Indemnified  Party shall have the right to
participate  in the defense of any claim or demand with counsel  employed at its
own  expense;  provided,  however,  that,  in the case of any  claim  or  demand
described in clause (i) or (ii) of the second preceding  sentence or as to which
the  Indemnifying  Party shall not in fact have  employed  counsel to assume the
defense of such claim or demand,  the reasonable fees and  disbursements of such
counsel  shall be at the expense of the  Indemnifying  Party.  The  Indemnifying
Party shall have no  indemnification  obligations with respect to any such claim
or demand  which  shall be settled by the  Indemnified  Party  without the prior
written  consent  of  the  Indemnifying   Party,  which  consent  shall  not  be
unreasonably withheld, delayed or conditioned.

     Section 8.4 Set Off. In addition to any other  equitable or legal remedies,
the Purchaser may set off against any payment due hereunder,  including, without
limitation  Damages  for which the Seller may be  responsible  pursuant  to this
Agreement.

                                   ARTICLE IX

                                  Miscellaneous

     Section  9.1.  Notices.  All  notices or other  communications  required or
permitted  hereunder shall be in writing and shall be delivered  personally,  or
sent by certified, registered or express air mail, postage prepaid, and shall be
deemed given when so  delivered  personally,  or if mailed,  five days after the
date of mailing, as follows:

If to the Purchaser:     Altura XL LLC
                         560 Croydon Lane
                         Alpharetta, Georgia 30022
                         Telephone: (770-616-6598)
                         Attention: Keith H. Daniel

<PAGE>

If to the Seller:        Symbiat, Inc.
                         4920 Avalon Ridge Parkway, Suite 600
                         Norcross, Georgia  30071
                         Telephone: (770) 638-6999
                         Attention: John W. Smith, President

     Section 9.2. Expenses.  Regardless of whether the transactions provided for
in this Agreement are  consummated  each party hereto shall pay its own expenses
incident to this Agreement and the transactions contemplated herein.

     Section  9.3  Employees.  The  Purchaser  will not be  required to hire any
employees of the Seller.

     Section 9.4  Obligations  to  Individual  Members of the  Purchasers.  Upon
Seller's  delivery  of all  Purchased  Units  pursuant to the times set forth on
Exhibit B hereto and the delivery of the remainder of the Purchased Assets,  the
amounts due to the individual  members of the Purchaser,  as outlined in Exhibit
G, will be deemed  settled and fully  satisfied.  If the Seller fails to deliver
all Purchased Units as provided in Exhibit B and to deliver the remainder of the
Purchased  Assets,  such  amounts set forth on Exhibit G shall be reduced by the
fair value of the Purchased  Assets not delivered as provided in this Agreement.
If any Purchased  Units are not delivered in accordance with Exhibit B, the fair
value of  non-delivery  shall be deemed to be One  Hundred  and Fifty  ($150.00)
Dollars per unit.  Any reduction in the amounts set forth on Exhibit G shall not
exceed the total of the amounts set forth. Any reduction in amounts set forth in
Exhibit G shall not reduce the validity,  force or effect of any other rights of
either the Purchaser or Seller in this Agreement.  The total of any reduction in
the amounts set forth on Exhibit G may be set off against amounts due the Seller
by the  Purchaser  pursuant  to this  Agreement.  If no  amounts  are due by the
Purchaser  to the Seller to effect a set off,  such amount  shall be paid by the
Seller to the Purchaser no later than March 31, 2003.

     Section 9.5 Inquiries and Orders for RAS2000 Product Line. Seller agrees to
notify  and  forward  promptly  to  Purchaser  any and all  inquiries  or orders
received pertaining to the RAS2000 Product Line.

     Section 9.6 Training.  Seller will provide training to the Purchaser in the
assembly  and  testing  of the  RAS2000  Product  Line.  Such  training  will be
scheduled at a mutually convenient time no later than 15 business days after the
Effective Date.

     Section 9.7 Email.  Seller will keep in service and provide  access for the
Purchaser to the following email addresses for a period of one (1) year from the
Effective Date.

                  charlief@computone.com

                  charlief@symbiat.com

                  keithd@computone.com

                  keithd@symbiat.com

     Section 9.8.  Governing Law; Consent to Jurisdiction.  This Agreement shall
be governed by, and construed in accordance with, the internal laws of the State
of Georgia,  without reference to the choice of law principles thereof.  Each of
the parties hereto irrevocably submits to the non-exclusive  jurisdiction of the
courts of the State of Georgia  and the  United  States  District  Court for the
Northern

<PAGE>

District of Georgia for the purpose of any suit, action,  proceeding or judgment
relating to or arising out of this Agreement and the  transactions  contemplated
hereby.  Service  of  process  in  connection  with any  such  suit,  action  or
proceeding may be served on each party hereto  anywhere in the world by the same
methods as are specified for the giving of notices under this Agreement. Each of
the parties hereto irrevocably consents to the jurisdiction of any such court in
any such suit,  action or  proceeding  and to the laying of venue in such court.
Each party hereto irrevocably waives any objection to the laying of venue of any
such suit,  action or proceeding  brought in such courts and irrevocably  waives
any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.

     Section 9.9.  Assignment;  Successors  and Assigns;  No Third Party Rights.
Except as  otherwise  provided  herein,  this  Agreement  may not be assigned by
operation of law or otherwise,  and any attempted  assignment  shall be null and
void.  The  Purchaser  may assign all of its rights under this  Agreement to any
Affiliate;  provided  such  Affiliate  assumes  all  of the  obligations  of the
Purchaser  hereunder.  This  Agreement  shall be  binding  upon and inure to the
benefit of the parties hereto and their respective successors, permitted assigns
and legal  representatives.  This Agreement shall be for the sole benefit of the
parties to this  Agreement and their  respective  successors,  assigns and legal
representatives and is not intended, nor shall be construed, to give any Person,
other than the parties hereto and their respective successors, assigns and legal
representatives, any legal or equitable right, remedy or claim hereunder.

     Section 9.10.  Counterparts.  This Agreement may be executed in one or more
counterparts,  each of which shall be deemed an original  agreement,  but all of
which together shall constitute one and the same instrument.

     Section 9.11.  Titles and  Headings.  The headings and table of contents in
this Agreement are for reference  purposes only, and shall not in any way affect
the meaning or interpretation of this Agreement.

     Section 9.12. Entire Agreement. This Agreement, including Exhibits attached
thereto,  constitutes the entire agreement among the parties with respect to the
matters  covered  hereby and supersedes  all previous  written,  oral or implied
understandings (including,  without limitation, the Letter of Intent) among them
with respect to such matters.

     Section  9.13.  Amendment  and  Modification.  This  Agreement  may only be
amended or modified in writing  signed by the party against whom  enforcement of
such amendment or modification is sought.

     Section  9.14.  Public  Announcement.  Except  as may be  required  by law,
neither the Seller, on the one hand, or the Purchaser,  on the other hand, shall
issue any press release or otherwise  publicly  disclose  this  Agreement or the
transactions contemplated hereby or any dealings between or among the parties in
connection  with the subject  matter  hereof  without the prior  approval of the
other. In the event that any such press release or other public disclosure shall
be required,  the party required to issue such release or other disclosure shall
consult in good faith with the other party  hereto with  respect to the form and
substance of such release or other disclosure prior to the public  dissemination
thereof.  Neither  party shall  disclose  the Purchase  Price,  except as may be
required  by  applicable  laws or  regulations  or the  rules of any  securities
exchange or association  binding on the Purchaser or the Seller, as the case may
be.

     Section  9.15. No Finders'  Fees.  Neither the Seller nor Purchaser nor any
party  acting on their  behalf has employed any broker or finder or incurred any
liability  for  any  brokerage  fees  or  commissions  or any  finder's  fees in
connection with the negotiations  relative to this Agreement or the

<PAGE>

consummation of the transactions contemplated hereby.

     Section 9.16.  Waiver. Any of the terms or conditions of this Agreement may
be waived at any time by the party or parties  entitled to the benefit  thereof,
but only by a writing  signed  by the party or  parties  waiving  such  terms or
conditions.

     Section 9.17. Severability.  The invalidity of any portion hereof shall not
affect the validity,  force or effect of the remaining portions hereof. If it is
ever held that any restriction  hereunder is too broad to permit  enforcement of
such restriction to its fullest extent,  such  restriction  shall be enforced to
the maximum extent permitted by law.

     Section 9.18. No Strict Construction.  Each of the Purchaser and the Seller
acknowledge that this Agreement has been prepared jointly by the parties hereto,
and shall not be strictly construed against either party.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the day and year first above written.



                                        SYMBIAT, INC.


                                        By: /s/ John W. Smith
                                            -----------------
                                        Name: John W. Smith

                                        Title: President


                                        ALTURA XL LLC


                                        By: /s/ Keith H. Daniel
                                            -------------------
                                        Name: Keith H. Daniel

                                        Title: President


                                        By: /s/ Charles E. Fisher
                                            ---------------------
                                        Name: Charles E. Fisher

                                        Title: Vice President -
                                               Sales and Marketing

<PAGE>

                                    EXHIBIT A
                                    ---------

                              RAS2000 Product Line

RAS2000                  This  nomenclature  defines  all  16  to  64-port  RJ45
                         expandable rack mount communications servers

   RAS2000/16            16-port rack mount communications server
   RAS2000/16DC          16-port rack mount communications server
                              with 48V DC power supply
   RAS2000/16LW          16-port rack mount communications server
                              with Lowes kernel
   RAS2000/32            32-port rack mount communications server
   RAS2000/32DC          32-port rack mount communications server
                              with 48V DC power supply
   RAS2000/48            48-port rack mount communications server
   RAS2000/48DC          48-port rack mount communications server
                              with 48V DC power supply
   RAS2000/48LW          48-port rack mount communications server
                              with Lowes kernel
   RAS2000/64            64-port rack mount communications server
   RAS2000/64DC          64-port rack mount communications server
                              with 48V DC power supply
   REX-16RJ-232          16-port expansion serial cards RS-232
   RAS2000 ENGINE        RAS2000 engine card


RAS2000RCM               This  nomenclature  defines  all  16  to  64-port  RJ45
                         expandable rack mount RCM communications  servers which
                         support sun-break issues


   RAS2000/16RCM         16-port rack mount RCM communications server
   RAS2000/16RCMDC       16-port rack mount RCM communications server
                              with 48V DC power supply
   RAS2000/32RCM         32-port rack mount RCM communications server
   RAS2000/32RCMDC       32-port rack mount RCM communications server
                              with 48V DC power supply
   RAS2000/48RCM         48-port rack mount RCM communications server
   RAS2000/48RCMDC       48-port rack mount RCM communications server
                              with 48V DC power supply
   RAS2000/64RCM         64-port rack mount RCM communications server
   RAS2000/64RCMDC       64-port rack mount RCM communications server
                              with 48V DC power supply
   REX-RCM               16-port expansion RCM serial cards RS-232

<PAGE>

                                    EXHIBIT B
                                    ---------

                                 Purchased Units

 Delivery date      Units     Product                Quantity
 -------------      -----     -------                -------

   Delivered        1-25      RAS2000/16                10
January 10, 2003              RAS2000/32                 3
                              RAS2000/32RCM              2
                              RAS2000/48                 5
                              RAS2000/64                 5
                              REX-16RJ-232              25


   Delivered        26-50     RAS2000/16                13
January 15, 2003              RAS2000/16RCM              2
                              RAS2000/32                 2
                              RAS2000/48                 1
                              RAS2000/64                 1
                              RAS2000/64RCM              6
                              REX-16RJ-232              20


    Delivered       51-74     RAS2000/16                24
January 22, 2003              REX-16RJ-232              24


January 30, 2003    75-100    RAS2000/16                 6
                              RAS2000/32                20


January 31, 2003    101-150   RAS2000/16                30
                              RAS2000/32                20
                              REX-16RJ-232              16


February 10, 2003   151-200   RAS2000/16                30
                              RAS2000/32                20
                              REX- 16RJ-232             20


February 19, 2003   201-250   RAS2000/16                30
                              RAS2000/32                20
                              REX-16RJ-232              20


February 28, 2003   251-300   RAS2000/16                30
                              RAS2000/32                20
                              REX-16RJ-232              20

Seller agrees to complete assembly of all of the above-specified Purchased Units
pursuant to Section 5.6 of the Agreement.

<PAGE>

                                    EXHIBIT C
                                    ---------

                               Purchased Equipment

RAS/RCM test computer

Desoldering station

Microscope

Oscilloscope

Volt / ohm meter

Halo lamp

Workbenches (3)

Burn-in racks (2)


Pallet jack

Torch settable drivers

Tool box and hand tools

Storage racks located at Seller's former Alpharetta, GA offices

<PAGE>

                                    EXHIBIT D
                                    ---------

                               Purchased Documents


For each of the products in the RAS2000 Product Line:

   Sales history

   Customer information

   Costed bills of material

   Purchasing history

   Vendor information

   Production process


Other:

   Inventory quantities (Included on Exhibit F)

<PAGE>

                                    EXHIBIT E
                                    ---------


RAS 2000 Technology
-------------------

The technology that is included in the term RAS2000 has four aspects.  The first
is a proprietary hardware design for a device that supports the connection of up
to 64  serial  I/O  devices  to a  network  that  support  10  base  T  Ethernet
connections.  In simplistic terms that are defined in more detail in Engineering
documents included in another exhibit,  the hardware consist of a chassis with a
3U form factor,  an engine card that contains the MIPS compatible  processor and
other components needed to effectively store and execute the kernel software, 16
port  expansion  cards  either with or without a feature to support  inadvertent
breaks and a power  supply.  The second is a  proprietary  kernel that uses UNIX
like  functions and supports the use of the product as either a terminal  server
to support connection of serial I/O based devices to application software on one
or more servers or to remotely  manage console  operations  using the serial I/O
port on servers or other such devices.  The kernel technology is supplied in the
form of an executable  object and as source code that can be compiled  given the
proper  licenses  for  software  from  Greenhill  and  others.  The  third  is a
proprietary  GUI design that is used to  administer  the RAS2000  device and its
ports.  The GUI is  executable  within  the  supplied  executable  kernel and is
provided  within the source code. The fourth is an application  entitled  ISERVD
that  operates  on a UNIX  host  and  employs  pseudo  tty  operations  to allow
application  software to use the serial ports on a RAS2000  device  effectively.
The ISERVD  technology is supplied as source code only. It has been compiled for
a number of UNIX platforms but the primary support from Symbiat  (formerly known
as Computone Corporation) has been in the form of source code to be compiled for
a target platform.

Intellectual Property
---------------------

The source code to the kernel is intellectual property and has been protected so
as to not violate intellectual property laws relating to disclosure.  ISERVD has
been  provided to the public as source  code to be  compiled by the user.  It is
arguable as to whether  this has been  protected  and thus may be  classified  a
public  domain  property.  RAS2000 is a service mark.  The  Computone  logo is a
service mark.  Intelliserver is a trademark.  All rights to and ownership of the
Computone  brand  name,  logo,  web domain  (www.computone.com),  content of the
Computone website,  trademarks and service marks. All of the Engineering drawing
relative  and  CAD  files  are  proprietary  to  Symbiat  and  are  part  of the
Intellectual Property. These items have been protected and when released for the
purpose of manufacturing have been done so with the appropriate  confidentiality
statements.  Prior to the move  from  Windward  Ridge,  they were kept in locked
cabinets in a locked and limited  access  room.  There is no tangible  reason to
believe that the engineering  items have been compromised since their relocation
to Avalon Ridge.

<PAGE>

Object Code
-----------

RAS2000 CD

INDEX

--------------------------------------------------------------------------------
     PART DESCRIPTION                                        PART NUMBER
--------------------------------------------------------------------------------
     RAS 2000 PowerRack Hardware Guide                       0-13086 Rev -
     ---------------------------------
--------------------------------------------------------------------------------
RAS 2000 Software Configuration Guide                        0-22200
--------------------------------------------------------------------------------
RAS 2000 PowerRack Windows NT Supplement                     0-13087 Rev A
--------------------------------------------------------------------------------
RAS 2000 Release 3.0 Release Notes                           0-13091 Rev B
--------------------------------------------------------------------------------
RAS 2000 Web Interface Guide                                 0-13086 Rev -
--------------------------------------------------------------------------------
RAS 2000 Tipmenu Release Notes                               0-13094
--------------------------------------------------------------------------------
RAS 2000DC Release Notes                                     0-28008 Rev-
--------------------------------------------------------------------------------
DB-9 Patch Pack Release Notes                                0-28050
--------------------------------------------------------------------------------
DB-25 Patch Pack Release Notes                               0-28051
--------------------------------------------------------------------------------
RAS2000 Product Description PDF                              Brochure 1 of 3
--------------------------------------------------------------------------------
RAS2000 Technical Specification PDF                          Brochure 2 of 3
--------------------------------------------------------------------------------
Optional Equipment PDF                                       Brochure 3 of 3
--------------------------------------------------------------------------------
Drivers iservd                                               0-35300-12
--------------------------------------------------------------------------------
Drivers NT
--------------------------------------------------------------------------------
Kernel r2k306                                                1-02464-10
--------------------------------------------------------------------------------
Kernel r2k308                                                1-02464-11
--------------------------------------------------------------------------------

***RAS2000 Documentation/Software P/N 0-39015 Rev E

Source Code
-----------

Symbiat, Inc
RAS2000 Transfer of Technology Manifest
---------------------------------------
(January 22, 2003)

The  following   RAS200  software  source  code  components  and   documentation
components are contained on the included CDROM media.

IntelliServer Source Code Tree (Intelliserver)
----------------------------------------------

     Contains the complete  source code tree from the  Perforce  Source  Control
     System for building all versions of the RAS2000  kernel from version 2.0 to
     the latest build,  version 3.0.9a. This code

<PAGE>

     tree is also used to build the SlimLine kernel using a build time option.

     NOTE:  This  source  code  package  does not  include  the  transfer of the
     Perforce Source Code Control System. Therefore, it's not possible to access
     the change history  information other than that noted by the programmers in
     the source code. Compiler licenses are not included in this transfer.

Iservd Source Code Tree (Iservd)
--------------------------------

     Contains the source for building the Iservd and Iservcat host based utility
     programs for supported operating systems.

RAS2000 Device Driver for Windows 2000 (r2k.W2K)
------------------------------------------------

     Contains the source for building the  RAS2000s'  Windows 2000 device driver
     and the monitor/diagnostic tool.

     NOTE:  The monitor  tool is not a core  component  of the driver.  It is an
     unsupported  utility to aid installation and troubleshooting and is written
     in Pascal.

RSP Linux Device Driver "Pre-Alpha" (rsp.Linux)
-----------------------------------------------

     This  code is  incomplete  and  non-functional.  It is the  beginning  of a
     RAS2000 Windows NT style driver for the Linux operating system.

<PAGE>

RAS2000 Documentation Components
--------------------------------

     The  following  is a list of the  included  documentation  files.  With the
     exception of the PDF builds,  these files are in the original editable form
     and are in the  editing  tool's  native  file  format.  Most  are in  Adobe
     FrameMaker,  or Microsoft Word file format. The marketing  materials are in
     Quark file  format.  NOTE:  Documentation  tools are not  included  in this
     transfer.

     o    RAS 2000 PowerRack Hardware Guide
     o    RAS 2000 Software Configuration Guide
     o    RAS 2000 PowerRack Windows NT Supplement
     o    RAS 2000 Release 3.0 Release Notes
     o    RAS 2000 Web Interface Guide
     o    RAS 2000 Tipmenu Release Notes
     o    RAS 2000DC Release Notes
     o    DB-9 Patch Pack Release Notes
     o    DB-25 Patch Pack Release Notes
     o    RAS2000 Product Description PDF
     o    RAS2000 Technical Specification PDF
     o    Optional Equipment PDF

<PAGE>

                                    EXHIBIT F
                                    ---------

                       Components To Be Retained By Seller

                                   SCHEDULE F

<TABLE>
<CAPTION>
                                                                                                  Actual     Estimate
                                                                                                  Retained   to Altura
=================       ==================     ==================================                 ========== =========
<S>                     <C>                    <C>                                                <C>        <C>
RAS2000/16              0-13080-2              HARDWARE WARRANTY REGISTRATION                              0      2714
RAS2000/16              0-13088                RAS2000 READ ME FIRST                                       0      1415
RAS2000/16              0-20158                INSERT POWERRACK CAUTION CARD                              21         0
RAS2000/16              0-28050                RN: DB9 PATCH PACK                                        113         0
RAS2000/16              0-28051                RN: DB25 PATCH PACK                                        80         0
RAS2000/16              0-29950                CD ENVELOPE                                               418         0
RAS2000/16              0-39000                BLANK CD                                                  319         0
RAS2000/16              1-00072                RES;1MEG OHM;1/4W;5%;CRBN FLM                               0         0
RAS2000/16              1-00102                SM RES;120 OHM;1/10W;5%;0805                             1350         0
RAS2000/16              1-00111                SM RES;27 OHM;1/10W;5%;0805                              1600     20300
RAS2000/16              1-00113                SM RES;4.7K;1/10W;5%;0805                                1200      2300
RAS2000/16              1-00114                SM RES;0 OHMS;1/10W;5%;0805                              1000      8950
REX/RCM                 1-00117                SM RES; 1K; 1/10W;5%;0805                                 525         0
REX/RCM                 1-00118                SM RES; 47 OHM; 1/10W;5%;0805                            1000      3950
REX/RCM                 1-00121                SM RES; 270 OHM; 1/10W;5%;0805                           1000     11232
REX/RCM                 1-00124                SM RES; 10 OHM; 1/10W;5%;0805                            1000     24431
REX/RCM                 1-00174                SM RES; QARY270 OHM; 1/16W;150L                          1000      5280
RAS2000/16              1-01057                SM CAP;6.8UF;20%;25V;TANT                                  52         0
REX/RCM                 1-01070                CAP;.33PF;10%;50V;CER;COG;0805                           1000     10302
RAS2000/16              1-01071                CAP;.1UF;20%;50V;CER;Z5U;0805                            1000     61500
RAS2000/16              1-01078                SM CAP;2200PF;1KV;20%;1808                               1000     23300
RAS2000/16              1-01083                SM CAP;68PF;50V;0805                                     1000      8000
REX/RCM                 1-01114                SM CAP;,.1UF,X7R,105,16V,0603                            1391         0
REX/RCM                 1-01123                CAP SM 100UF 16V                                         1000      2017
RAS2000/16              1-01174                CAP,100PF;50V,10%,COG,0805,SM                             836         0
RAS2000/16              1-01230                CAP,100UFD,20%,10V,TAN SM7343                            1000      1250
RAS2000/16              1-02293                SM IC;74ALS623                                           1000      2374
REX/RCM                 1-02410                SM IC, QUAD UART 16C654                                    56         0
REX/RCM                 1-02463                SMIC, FPGA 7128S-10,100TQFP                                15         0
REX/RCM                 1-02474                SMIC, MAX825T, 5VS, 4.63VTH                               100      1750
REX/RCM                 1-02528                SMIC, RS-232 TRANSCIEVER, W/ SHUT DOWN, 5V ONLY           100         0
RAS2000/16              1-02988                HD,PLSI2032,80MHZ,44 PIN PLCC                             428         0
RAS2000/16              1-02988-2              IC,PLSI2032,BKP1B0                                        126         0
RAS2000/16RCM           1-03534                FERRITE CORE                                               62         0
REX/RCM                 1-04225-10             HDR; 2X5;230 MT; 1 SPACING                                100       446
REX/RCM                 1-04352                HEADER, .1 SP, RIGHT ANGLE                                  6         0
REX/RCM                 1-04476                CONN, RJ45 10 PIN,RT ANGLE PCB MNT W/SHIELD               799         0
RAS2000/16              1-04513                SLIDE LATCH KIT;DB15                                        0         0
RAS2000/16              1-04560                CONN,ISA PWR HDR,6 CIRCUIT                                741         0
RAS2000/16              1-04563                CONN, DIN32,FEM,VERT PCB MNT                              536         0
REX/RCM                 1-04564                CONN,DIN32,MLE,RHT ANG,PCB MNT                           1000      9200
RAS2000/16              1-04809                SWITCH CAP,RECTANGLE,GRAY                                 522         0
REX/RCM                 1-04815                SW, MOMENTARY, RA, N.O.                                    13         0
REX/RCM                 1-05317                SM,OSC;14.7456MHZ,40/60;100PPM                            100      5457
RAS2000/16              1-05608                POWERRACK PC POWER SUPPLY                                   6         0
RAS2000/16              1-05608-1              POWER SUPPLY,RACK SVR MODIFIED                              0         0
RAS2000/16              1-05610                CORD;POWER 10A/125 VAC                                      0         0
RAS2000/16              1-06015                BLANK CD LABEL                                           1060         0
REX/RCM                 1-06016                BLANK WARRANTY LABEL                                     2520         0
RAS2000/16              1-06056                LBL;.65X.20;TMPR-RES VNYL,UL                             1000         0
REX-16RJ-32             1-06061                SHIPPING LABEL                                              0       506
RAS2000/16              1-06089                LABEL;2.875X.625;THERMAL XFER; BLANK                    25000      5000
RAS2000/16              1-06104                LABEL;.3WX.2;COMP PRINT;MYLAR                          132476     22000
RAS2000/16              1-06122                LABEL;3X.375 WHITE                                        552         0
RAS2000/16              1-06159                LABEL,CE MARK                                               0       179
RAS2000/16              1-06180 / 1-06016      LABEL, CD S/W WARRANTY                                      0      2390
RAS2000/16              1-06633P               FRONT COVER, RIC-16R, W/ EMI                              100        93
RAS2000/16              1-06634P               FRONT COVER,BLANK,RACK ENCL                                21         0
RAS2000/16              1-06635                RACK MNT BRACKET,RACK ENCL                                500      1135
RAS2000/16              1-06638P               FRONT COVER, RISC-866                                     100       361
RAS2000/16RCM           1-06639P               front cover                                                50        96
RAS2000/16RCM           1-06822                led clip retainer ring                                   1000      3840
RAS2000/16RCM           1-06824                led panel clip                                            200       582
RAS2000/16              1-06848                LBL, PR RAS2000 REAR                                        0       550
RAS2000/16              1-07036                SCREW;#4-40X5/16,TRUSS HEAD                              1000      1000
RAS2000/16              1-07037                SCREW,#6-32X1/4,BLK PANHDL,PHL                           2000     20800
RAS2000/16              1-07038                SCREW;#4-40X7/8 BLK PANHD PHIL                            500       740
RAS2000/16              1-07039                SCREW;#4-40X1/4 PANHD,PHIL                               3000      6200
RAS2000/16              1-07041                WASHER,SPLIT #4 STL                                      1200     13200
RAS2000/16              1-07042                WASHER,SPLIT #6 STL                                      1200      1107
RAS2000/16              1-07043                NUT,#6-32, HEX                                           1200      6000
RAS2000/16              1-07058                CARD GUIDE,NYLON, 4" LONG                                 500      1260
RAS2000/16              1-07059                FEET,RND .625X.312                                        200       606
RAS2000/16              1-07061                SCREW,M6X8,PHIL,PAN,SS,ZINC                               250      1710
RAS2000/16              1-07062                SCREW,#10-32,1/2",PHIL,PAN,SS,                            250       150
RAS2000/16              1-07160                SCREW 4-40X5/8 PAN                                       1200     10200
RAS2000/16              1-07197                SCREW;#4-40X3/16 82 DEG C-SINK                           1200      2700
RAS2000/16              1-07201                CABLE CLAMP,CLIP,3/4"RND,                                 250       940
RAS2000/16              1-07366                LBL;STTC SENSITIVE;2X2 YELLOW                            3310         0
RAS2000/16              1-07375                LABEL;FCC CLASS B;PAPER                                     0     11450
RAS2000/16              1-07458                SPACER,3/16 RNDX5/8,#4 CLEAR-                               0         0
RAS2000/16              1-07521                LABEL, PR RAS2000 SHP                                       0       279
RAS2000/16              1-08210                BRACKET,CARD GUIDE MNTG ENG,                              250       444
REX-16RJ-32             1-09075                shipping box                                               12         0
REX-16RJ-32             1-09077                insert                                                     62         0
RAS2000/16              1-09079                INSERT,PKG;RACK ASSY                                       55       355
RAS2000/16              1-09080                SHIP BOX,P RACK.18X8-3/8X13-                                0         0
RAS2000/16              1-09081                INSERT,P.RACK,END CAP                                       0         0
RAS2000/16              1-09082                INSERT,P.RACK,TOP CRUSH ZONE                                0         0
RAS2000/16              1-09216                CABLE TIE 4 IN                                            250       300
RAS2000/16              1-09217                ADHESIVE CABLE TIE MOUNT                                  150       208
RAS2000/16              1-09505                BAG;ZIP;4 X 6; 4 MIL THK;PLAST                            350         0
REX-16RJ-32             1-09507                static bag                                                  0       250
RAS2000/16              1-09509                BAG,ZIP,POLY,6X9,2 MIL,CLEAR                             2050         0
RAS2000/16              1-09510                BAG,ANTI-STATIC,20X24",4 MIL                              105         0
RAS2000/16              1-10400                PWB,BACKPLANE,RACK SVR-32                                   0       963
RAS2000/16RCM           2-20075-2              led blue                                                   52        75
RAS2000/16              2-20119                CABLE,CAT5,SHIELDED,7FT,GRAY                              500       156
RAS2000/16              2-20122                CABLE,V'PORT RJ RJ45 10 PIN TO                            500      1681
RAS2000/16              2-20365                CABLE SVR BACKPLANE ASSY                                   50       123
RAS2000/16RCM           2-22075-1              led green                                                  50        66
REX/RCM                 2-22075-2              LED CABLE ASSEMBLY BLUE                                    50        87
RAS2000/16              2-25032                CABLE, DB9/RJ 10 PIN RECPT.                                30        96
RAS2000/16              2-80101                CD PACK, RAS2000/16/32/48/64                                0         0
RAS2000/16              2-90160                RACK ASSY MECH KIT                                          0         0
RAS2000/16              3-07202K               PWB ASSY;BACKPLANE;RACK SVR-32                              0       (a)
RAS2000/16              3-07205                ASSY, RACK CHASSIS, 5 SLOT                                  0       (a)
RAS2000/16              3-07206P               ASSY,BASE CHASSIS RACK                                      0       (a)
RAS2000/16              3-07210                ASSY,RACK,I/O CARD 16RJ                                     0       (a)
RAS2000/16              3-07212P               REX-16RJ TURNKEY                                            0       (a)
RAS2000/16              3-07213P               PWB ASSY,RACK-SVR                                           0       (a)
RAS2000/16              3-07214                ASSY,RACK SERVER,RISC-860                                   0       (a)
RAS2000/16              3-07225                ASSY,RACK-SERVER BLANK COVER                                0       (a)
RAS2000/16              3-07491-1              ASSY, RAS2000, 16RJ 232                                     0       (a)
RAS2000/16              3-09091                RAS2000 SHIPPING KIT                                        0       (a)
                        3-07525                PWB ASSEMBLY REX-16RJ\RCM                                   0       (a)
RAS2000/16              2-20121                CABLE, V'PORT-RJ RJ45 10 pin                                        (a)
RAS2000/16              2-25024                CABLE, RJ45;VERT MT; SHLD;8PIN                                      (a)
RAS2000/16              2-25029                RJ45 10 PIN-RJ45 CISCO/NETRA                                        (a)
                                               rj45/10 CONNECTORS FOR THE 2-25024 CABLE                            (a)
                                               CABLE EVAL PACK                                                     (a)
</TABLE>

(a)  All remaining units will go to Altura XL after  completion of manufacturing
     the Purchased Units.

<PAGE>

                                    EXHIBIT G
                                    ---------

               Amounts Due to Individual Members of the Purchaser

Amounts relating to Charles E. Fisher:

   Commission for quarter ended March 31, 2002
     (half of total of $4,000.00)                                   $   2,000.00

   Commission for quarter ended June 30, 2002                           4,000.00

   Commission for quarter ended September 30, 2002                      4,000.00

   Commission for quarter ended December 31, 2002 -
     Credit against actual amount                                       6,000.00


Amounts relating to Keith H. Daniel:

   Salary and car allowance                                         $   6,456.43

<PAGE>

                                    EXHIBIT H
                                    ---------

                                   [Reserved]

<PAGE>

                                    EXHIBIT I
                                    ---------

                                  Warranty Card

<PAGE>

                                    EXHIBIT J
                                    ---------

                                  BILL OF SALE

STATE OF GEORGIA

COUNTY OF GWINNETT

     KNOW ALL PERSONS BY THESE PRESENTS,  that the undersigned Symbiat,  Inc., a
Delaware corporation ("Seller"),  with its principal office at 4920 Avalon Ridge
Parkway, Suite 600, Norcross,  Gwinnett County, Georgia for and in consideration
of the  payment  of the sum of Ten  Dollars  ($10) and other  good and  valuable
consideration,  the receipt and  adequacy  of which is hereby  acknowledged  and
pursuant to that certain Asset  Purchase  Agreement  dated to be effective as of
January 30, 2003 (the  "Agreement")  by and between  Seller and Altura XL LLC, a
Georgia limited  liability company  ("Buyer"),  with its principal office at 560
Croydon Lane,  Alpharetta,  Fulton County,  Georgia, does hereby grant, bargain,
sell,  transfer  and convey to Buyer the  Purchased  Assets  (as  defined in the
Agreement) and including:

     All assets  pertaining  to the RAS2000  product  line,  including,  without
     limitation,  (i) the RAS2000 Product Line, (ii) the Purchased Units,  (iii)
     the  Purchased  Equipment,  (iv) the Purchased  Documents,  (v) the RAS2000
     Technology,  the Intellectual Property, the Object Code and the Source Code
     and (vi) all new and used units,  components,  cables,  sub-assemblies  and
     packaging material pertaining to the RAS2000 Product Line after delivery of
     the Purchased Units not deemed necessary for the warranty and repair of the
     RAS2000 products or internal operations of Seller.

     TO HAVE AND TO HOLD, all and singular, the Purchased Assets sold, assigned,
transferred  and conveyed to Buyer,  its successors and assigns,  to and for its
own use and benefit forever.

     The  Seller  hereby   irrevocably   constitutes  and  appoints  Buyer,  its
successors and assigns,  and each of them,  the true and lawful  attorney of the
Seller with the full power of substitution  and gives and grants unto the Buyer,
its  successors and assigns,  and each of them,  full power and authority in the
name of the Seller, its successors and assigns, at any time from time to time to
demand, sue for, recover receive,  compound,  acquit,  release and discharge any
and all rights,  demands,  moneys, claims and choses in action of every kind and
description  whatsoever  arising out of,  incident to or in connection  with the
Purchased  Assets and upon the same or any part thereof to make  acquittance  or
other proper discharge with respect thereto.

     The Seller, for itself,  its successors and assigns,  agrees to execute any
and all documents,  and to perform such other acts, as are reasonably  necessary
to further the purposes and intent of this Bill of Sale.

     This  instrument  shall be binding  upon the  Seller,  its  successors  and
assigns,  and shall  inure to the  benefit of the Buyer and its  successors  and
assigns.

     Seller, for itself and its successors and assigns,  warrants that it is the
lawful owner in every  respect of the  Purchased  Assets and that the  Purchased
Assets  are free and  clear of all  liens,  security  agreements,  encumbrances,
claims,  demands,  and charges of every kind whatsoever.  Seller, for itself and
its  successors  and  assigns,  agrees  to  defend  Buyer's  title to all of the
Purchased  Assets,  on behalf of Buyer and its successors  and assigns,  forever
against any person claiming the Purchased Assets or any part of them.

<PAGE>

     Notwithstanding anything herein or elsewhere to the contrary, to the extent
a conflict  arises between the terms and provisions of this Bill of Sale and the
terms and provisions of the Agreement,  the Agreement  shall supercede the terms
and provisions of this Bill of Sale and shall govern interpretation hereof.

     IN  WITNESS  WHEREOF,  the  Buyer  has  executed  this  Bill  of Sale to be
effective as of January 30, 2003.

                                        SYMBIAT, INC.

                                        By: /s/ John W. Smith
                                            ---------------------
                                        John W. Smith, President

<PAGE>